STWD 8-K filed 2026 · insiderdelta

Item 1.01.

Entry into a Material Definitive Agreement

Indenture and Senior Notes due 2031

On May 26, 2026, Starwood Property Trust, Inc.,
a Maryland corporation (the “Company”), closed its private offering of $600 million aggregate principal amount of its 6.125%
unsecured senior notes due 2031 (the “Notes”), which priced on May 11, 2026. The Notes were issued under an indenture, dated
as of May 26, 2026 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. The Notes were issued
in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S.
persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. The Notes are subject
to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements
of the Securities Act and other applicable securities laws.

The Company intends to allocate an amount equal
to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or
social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available
for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green
and/or social projects, the Company intends to use the net proceeds to redeem or repay its $400 million outstanding aggregate principal
amount of 3.625% Senior Notes due 2026 and for general corporate purposes, including the repayment of outstanding indebtedness under the
Company’s repurchase facilities.

The Notes are senior unsecured obligations of the
Company and will mature on June 1, 2031. The Notes bear interest at a rate of 6.125% per year. Interest on the Notes will be paid semi-annually
in arrears on each June 1 and December 1, commencing December 1, 2026, to the persons who are holders of record of the Notes on the preceding
May 15 and November 15, respectively.

The following is a brief description of the terms
of the Notes and the Indenture.

Possible Future Guarantees

When the Notes are first issued they will not be
guaranteed by any of the Company’s subsidiaries and none of the Company’s subsidiaries will be required to guarantee the Notes
in the future, except that, under certain circumstances and subject to certain exceptions set forth in the Indenture, one or more of the
Company’s Domestic Subsidiaries (as defined in the Indenture) (except for certain Excluded Subsidiaries or Securitization Entities
(each as defined in the Indenture)) may be required to guarantee the payment of the Notes (the “Springing Guarantee Covenant”).

Ranking

The Notes will be:

·

the Company’s senior unsecured obligations;

·

pari passu in right of payment with all of the Company’s existing
and future senior unsecured indebtedness and senior unsecured guarantees;

·

effectively subordinated in right of payment to all of the Company’s
existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and
guarantees;

·

senior in right of payment to any of the Company’s future subordinated
indebtedness and subordinated guarantees; and

·

effectively subordinated in right of payment to all existing and future indebtedness,
guarantees and other liabilities (including trade payables) and any preferred equity of the Company’s subsidiaries (other than any
Domestic Subsidiaries that may become guarantors of the Notes).

If any of the Company’s subsidiaries becomes
a guarantor of the Notes, its guarantee will be:

·

a senior unsecured obligation of such guarantor;

·

pari passu in right of payment with all senior unsecured indebtedness
and senior unsecured guarantees of such guarantor;

·

effectively subordinated in right of payment to all secured indebtedness
and secured guarantees of such guarantor to the extent of the value of the assets securing such indebtedness and guarantees; and

·

senior in right of payment to any subordinated indebtedness and subordinated
guarantees of such guarantor.

Such guarantor’s guarantee of the Notes and
all other obligations of such guarantor under the Indenture will automatically terminate and such guarantor will automatically be released
from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture, which may include
the permanent termination and release of such guarantee and obligations on and after any date (the “Covenant Termination Date”)
that (a) (i) if, on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company for
this purpose are two, the Notes have investment grade credit ratings from each of those selected rating agencies, or (ii) if, on the Covenant
Termination Date, the rating agencies that shall have most recently been selected by the Company for this purpose are three, the Notes
have investment grade credit ratings from at least two of those selected rating agencies, and (b) no Default or Event of Default (each
as defined in the Indenture) has occurred and is continuing. The Springing Guarantee Covenant will also automatically and permanently
terminate and be of no further force and effect on and after the Covenant Termination Date.

Optional Redemption

Prior to December 1, 2030, the Company may redeem
some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable
“make-whole” premium as of, and accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.
On and after December 1, 2030, the Company may redeem some or all of the Notes at any time and from time to time at a price equal to 100%
of the principal amount thereof plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.

In addition, prior to June 1, 2029, the Company
may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 106.125% of the principal amount
thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.

Change of Control

If a Change of Control Triggering Event (as defined
in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending
a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount
thereof plus accrued but unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture).

Covenants

The Indenture contains covenants that, subject
to a number of exceptions and adjustments, among other things:

·

limit the ability of the Company and its subsidiaries to incur additional
indebtedness;

·

require that the Company and its subsidiaries maintain Total Unencumbered
Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness
(as defined in the Indenture) of the Company and its subsidiaries; and

·

impose certain requirements in order for the Company to merge or consolidate
with another person.

Certain of these covenants will automatically and
permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined above).

Events of Default

The Indenture also provides for Events of Default
which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to
become or to be declared due and payable.

The foregoing summary of the Indenture is qualified
in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein
by reference.
STWD Starwood Property Trust, Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 2.03 - Creation of a Direct Financial Obligation

Item 9.01 - Financial Statements and Exhibits
