05/13/2022 | Press release | Distributed by Public on 05/13/2022 14:26
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Maryland
(State or other jurisdiction of incorporation or organization) |
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27-0247747
(I.R.S. Employer Identification Number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
STARWOOD PROPERTY TRUST, INC.
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| | | | 2 | | |
RISK FACTORS
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| | | | 3 | | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 4 | | |
USE OF PROCEEDS
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| | | | 6 | | |
DESCRIPTION OF DEBT SECURITIES
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| | | | 7 | | |
DESCRIPTION OF CAPITAL STOCK
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| | | | 23 | | |
DESCRIPTION OF WARRANTS
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| | | | 29 | | |
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS
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| | | | 30 | | |
U.S. FEDERAL INCOME TAX CONSIDERATIONS
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| | | | 35 | | |
SELLING STOCKHOLDERS
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| | | | 59 | | |
PLAN OF DISTRIBUTION
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| | | | 60 | | |
LEGAL MATTERS
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| | | | 63 | | |
EXPERTS
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| | | | 63 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 63 | | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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| | | | 64 | | |
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SEC Registration Fee
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| | | $ | * | | |
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Printing Expenses
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| | | | ** | | |
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Accounting Fees and Expenses
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| | | | ** | | |
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Legal Fees and Expenses
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| | | | ** | | |
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Fees and Expenses of the Trustee
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| | | | ** | | |
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Miscellaneous Expenses
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| | | | ** | | |
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Total
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| | | $ | ** | | |
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Exhibit
Number |
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Description
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| 1.1* | | | Form of Underwriting Agreement | |
| 4.1 | | | Articles of Amendment and Restatement of Starwood Property Trust, Inc. (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q filed November 16, 2009) | |
| 4.2 | | | | |
| 4.3* | | | Articles Supplementary with respect to any shares of preferred stock issued pursuant to this registration statement | |
| 4.4* | | | Form of Warrant Agreement | |
| 4.5* | | | Form of Warrant | |
| 4.6 | | | Indenture for Senior Debt Securities, dated as of February 15, 2013, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-3 (File No. 333-210560) filed April 1, 2016) | |
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Exhibit
Number |
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Description
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| 4.10 | | | Fourth Supplemental Indenture, dated as of March 29, 2017, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed March 29, 2017) | |
| 4.11* | | | Form of Debt Security | |
| 5.1 | | |
Opinion of Sidley Austin LLP
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| 5.2 | | |
Opinion of McDermott Will & Emery LLP
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| 8.1 | | |
Opinion of Sidley Austin LLP as to certain tax matters
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| 23.1 | | |
Consent of Deloitte & Touche LLP, independent registered public accounting firm for the Company
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| 23.2 | | |
Consent of Sidley Austin LLP (included in Exhibit 5.1)
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| 23.3 | | |
Consent of McDermott Will & Emery LLP (included in Exhibit 5.2)
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| 23.4 | | |
Consent of Sidley Austin LLP (included in Exhibit 8.1)
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| 24.1 | | |
Power of Attorney (included on the signature page to this registration statement)
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| 25.1 | | |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee for the Indenture for Senior Debt Securities.
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| 107.1 | | |
Calculation of Filing Fee Table
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| STARWOOD PROPERTY TRUST, INC. | |
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By:
/s/ RINA PANIRY
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Name:
Rina Paniry
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Title:
Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer
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Signature
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Title
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Date
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/s/ BARRY S. STERNLICHT
Barry S. Sternlicht
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| | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | |
May 13, 2022
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/s/ RINA PANIRY
Rina Paniry
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| | Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer | | |
May 13, 2022
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/s/ RICHARD D. BRONSON
Richard D. Bronson
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| | Lead Director | | |
May 13, 2022
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/s/ JEFFREY G. DISHNER
Jeffrey G. Dishner
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| | Director | | |
May 13, 2022
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/s/ CAMILLE J. DOUGLAS
Camille J. Douglas
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| | Director | | |
May 13, 2022
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/s/ SOLOMON J. KUMIN
Solomon J. Kumin
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| | Director | | |
May 13, 2022
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/s/ FREDERICK PERPALL
Frederick Perpall
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| | Director | | |
May 13, 2022
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/s/ FRED S. RIDLEY
Fred S. Ridley
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| | Director | | |
May 13, 2022
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/s/ STRAUSS ZELNICK
Strauss Zelnick
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| | Director | | |
May 13, 2022
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