• Abstract and Figures
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Starwood Real Estate Income Trust, Inc. Maximum Offering of $5,000,000,000—Minimum Offering of $150,000,000 Starwood Real Estate Income Trust, Inc. is a newly organized corporation formed to invest primarily in stabilized, income-oriented commercial real estate and debt secured by commercial real estate. We are externally managed by our advisor, Starwood REIT Advisors, L.L.C. (the “Advisor”). The Advisor is an affiliate of our sponsor, Starwood Capital Group Holdings, L.P. (“Starwood Holdings” and together with any entity that is controlled by, controls or is under common control with Starwood Holdings, and any of their respective predecessor entities, “Starwood Capital”), a leading global investment manager. Our objective is to bring Starwood Capital’s leading real estate investment platform with an institutional fee structure to the non-listed real estate investment trust (“REIT”) industry. We intend to qualify as a REIT for U.S. federal income tax purposes. We are not a mutual fund and do not intend to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are offering on a continuous basis up to $5,000,000,000 in shares of common stock, consisting of up to $4,000,000,000 in shares in our primary offering and up to $1,000,000,000 in shares pursuant to our distribution reinvestment plan. We are offering to sell any combination of four classes of shares of our common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. We will accept purchase orders and hold investors’ funds in an interest-bearing escrow account until we receive purchase orders for at least $150 million (including purchase orders by Starwood Capital, its affiliates and our directors and officers, which purchases are not limited in amount) in any combination of purchases of Class T shares, Class S shares, Class D shares and Class I shares and our board of directors has authorized the release to us of funds in the escrow account. Prior to the end of the escrow period, Starwood Capital or one of its affiliates will invest at least $5 million in Class I shares. The share classes have different upfront selling commissions and dealer manager fees, and different ongoing stockholder servicing fees. Until the release of proceeds from escrow, the per share purchase price for shares of our common stock in our primary offering will be $20.00 per share, plus applicable upfront selling commissions and dealer manager fees. Thereafter, the purchase price per share for each class of common stock will vary and generally will equal our prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. This is a “best efforts” offering, which means that Starwood Capital, L.L.C., the dealer manager for this offering, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering. Although we do not intend to list our shares of common stock for trading on an exchange or other trading market, in an effort to provide our stockholders with liquidity in respect of their investment in our shares, we have adopted a share repurchase plan whereby, subject to certain limitations, stockholders may request on a monthly basis that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan. Subject to deductions for early repurchase, the repurchase price per share for each class of common stock would be equal to the then-current offering price before applicable selling commissions and dealer manager fees (the “transaction price”), as determined monthly, for such class. This investment involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. See “Risk Factors” beginning on page 35 for risks to consider before buying our shares, including: • We have no prior operating history, and there is no assurance that • After the escrow period, the purchase and repurchase price for we will achieve our investment objectives. shares of our common stock are generally based on our prior • This is a “blind pool” offering. You will not have the opportunity month’s NAV (subject to material changes as described above) to evaluate our investments before we make them. and are not based on any public trading market. While there will • Since there is no public trading market for shares of our common be independent annual appraisals of our properties, the appraisal of stock, repurchase of shares by us will likely be the only way to properties is inherently subjective, and our NAV may not dispose of your shares. Our share repurchase plan will provide accurately reflect the actual price at which our properties could be stockholders with the opportunity to request that we repurchase liquidated on any given day. their shares on a monthly basis, but we are not obligated to • We have no employees and are dependent on the Advisor to repurchase any shares and may choose to repurchase only some, or conduct our operations. The Advisor will face conflicts of interest even none, of the shares that have been requested to be as a result of, among other things, the allocation of investment repurchased in any particular month in our discretion. In addition, opportunities among us and Other Starwood Accounts (as defined repurchases will be subject to available liquidity and other herein), the allocation of time of its investment professionals and significant restrictions. Further, our board of directors may the substantial fees that we will pay to the Advisor. modify, suspend or terminate our share repurchase plan if it deems • This is a “best efforts” offering. If we are not able to raise a such action to be in our best interest and the best interest of our substantial amount of capital in the near term, our ability to stockholders. As a result, our shares should be considered as achieve our investment objectives could be adversely affected. having only limited liquidity and at times may be illiquid. • There are limits on the ownership and transferability of our shares. • We cannot guarantee that we will make distributions, and if we do See “Description of Capital Stock—Restrictions on Ownership we may fund such distributions from sources other than cash flow and Transfer.” from operations, including, without limitation, the sale of assets, • If we fail to qualify as a REIT and no relief provisions apply, our borrowings, return of capital or offering proceeds, and we have no NAV and cash available for distribution to our stockholders could limits on the amounts we may pay from such sources. materially decrease. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The use of forecasts in this offering is prohibited. Any oral or written predictions about the amount or certainty of any cash benefits or tax consequences that may result from an investment in our common stock is prohibited. No one is authorized to make any statements about this offering different from those that appear in this prospectus. Proceeds to Price to the Upfront Selling Dealer Us, Before Public(1) Commission(2) Manager Fees(2) Expenses(3) Maximum Primary Offering(4) .......................................... $4,000,000,000 $62,801,932 $4,830,918 $3,932,367,150 Class T Shares, per Share .......................................... $ 20.70 $ 0.60 $ 0.10 $ 20.00 Class S Shares, per Share .......................................... $ 20.70 $ 0.70 — $ 20.00 Class D Shares, per Share .......................................... $ 20.00 — — $ 20.00 Class I Shares, per Share ........................................... $ 20.00 — — $ 20.00 Minimum Primary Offering ............................................ $ 150,000,000 $ 2,355,072 $ 181,159 $ 147,463,769 Maximum Distribution Reinvestment Plan ................................. $1,000,000,000 — — $1,000,000,000 (1) The price per share shown will apply until the conclusion of our escrow period. Thereafter, shares of each class will be issued on a monthly basis at a price per share generally equal to the prior month’s NAV per share for such class, plus applicable upfront selling commissions and dealer manager fees. (2) The table assumes that all shares are sold in the primary offering, with 25% of the gross offering proceeds from the sale of each of our Class T, Class S,ClassD and Class I shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption. For Class T shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.0% of the transaction price and upfront dealer manager fees of 0.5% of the transaction price; however, such amounts may vary pursuant to agreements with certain participating broker-dealers provided that the sum of upfront selling commissions and dealer manager fees shall not exceed 3.5% of the transaction price of each Class T share sold.

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