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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 2024
Starwood Property Trust, Inc.
(Exact name of registrant as specified in
its charter)
Maryland
(State or other jurisdiction of
incorporation) |
|
001-34436
(Commission File Number) |
|
27-0247747
(IRS Employer Identification No.) |
591 West Putnam Avenue Greenwich, CT |
|
06830 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (203) 422-7700
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
Common stock, $0.01 par value per share |
STWD |
New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On
August 22, 2024, Starwood Property Trust, Inc. (the “Company”) filed with the Securities and Exchange
Commission a prospectus supplement dated August 22, 2024 related to the Company’s Amended and Restated Dividend
Reinvestment and Direct Stock Purchase Plan. In connection with the filing of the prospectus supplement, Womble
Bond Dickinson (US) LLP delivered a legality opinion, a copy of which is attached hereto as Exhibit 5.1, with respect to
the shares of common stock, par value $0.01 per share, of the Company that may be offered and sold from time to time under the
Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 22, 2024 |
STARWOOD PROPERTY TRUST, INC. |
|
|
|
|
By: |
/s/ Heather N. Bennett |
|
|
Name: Heather N. Bennett |
|
|
Title: General Counsel & Chief Compliance Officer |
Exhibit 5.1
August 22, 2024
Starwood
Property Trust, Inc. 591 West Putnam Avenue Greenwich, Connecticut 06830 |
|
Re: Current Report on Form 8-K
Ladies and Gentlemen:
We
serve as special Maryland counsel to Starwood Property Trust, Inc., a Maryland corporation (the “Company”), in
connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the sale and issuance
of up to 10,608,108 shares (the “Shares”) of Common Stock, $0.01 par value per share, of the Company (“Common
Stock”), covered by the Registration Statement on Form S-3 (Reg. No. 333-264946) (the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”), for the offering by the Company
of Common Stock through the Company’s Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”).
This opinion is being provided at your request in connection with the filing of the Current Report on Form 8-K (the “Form 8-K”).
In connection with our representation of the Company,
and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (collectively, the “Documents”):
1. The
Registration Statement, in the form in which it was filed with the Commission under the Act;
2. The
Prospectus dated May 13, 2022, which forms part of the Registration Statement, as supplemented by the Prospectus Supplement dated
August 22, 2024, relating to the Shares, in the forms in which they were filed with the Commission under the Act;
3. The
charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation
of Maryland (the “SDAT”);
4. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by the Secretary of the Company;
Womble Bond Dickinson (US) LLP is a member of Womble Bond Dickinson
(International) Limited, which consists of independent and autonomous law firms providing services in the US, the UK, and elsewhere around
the world. Each Womble Bond Dickinson entity is a separate legal entity and is not responsible for the acts or omissions of, nor can
bind or obligate, another Womble Bond Dickinson entity. Womble Bond Dickinson (International) Limited does not practice law. Please see
www.womblebonddickinson.com/us/legal-notice for further details.
August 22, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1465128/000110465924092063/tm2422428d2_ex5-1img004.jpg) |
5. Resolutions
(the “Resolutions”) adopted by the Board of Directors of the Company (or a duly authorized committee thereof) relating
to (a) the registration, sale and issuance of the Shares and (b) the approval of the Plan, certified as of the date hereof
by the Secretary of the Company;
6. The
Plan, certified as of the date hereof by the Secretary of the Company;
7. A
certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and
8. A
certificate executed by Michael M. Rappaport, Secretary of the Company, dated as of the date hereof.
In expressing the opinion set forth below, we
have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s (including the Company’s) obligations set forth therein are legal, valid
and binding.
4. All
Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf
are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written
modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.
5. None
of the Shares will be issued or transferred in violation of any restriction or limitation on transfer or ownership of shares of Capital
Stock (as defined in the Charter) contained in Article VII of the Charter.
6. The
total number of shares of Common Stock issued and outstanding after the issuance of any of the Shares will not exceed the number of shares
of Common Stock that the Company then has authority to issue under the Charter.
7. The
Company does not intend to issue certificates representing the Shares. The Company will send in writing to each stockholder of the Company
the information required by the Charter and the Bylaws and the information as contemplated by Section 2-210(c) of the Maryland
General Corporation Law for any Shares to be issued, on request by a stockholder of the Company.
August 22, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1465128/000110465924092063/tm2422428d2_ex5-1img006.jpg) |
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The
Shares have been duly authorized and, when issued and delivered in accordance with the Charter, the Resolutions and the Plan, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive
laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance
with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect
of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
We assume no obligation to supplement this opinion
if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein
after the date hereof.
This opinion is being furnished to you for submission
to the Commission as an exhibit to the Registration Statement.
We
hereby consent to the filing of this opinion as an exhibit to the Form 8-K. In giving
this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
|
Very truly yours, |
|
|
|
/s/ WOMBLE BOND DICKINSON (US) LLP |
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