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Starwood Real Estate Income Trust, Inc. Form S-11/A Filed 2021-05-20

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Starwood Real Estate Income Trust, Inc. Form S-11/A Filed 2021-05-20 SECURITIES AND EXCHANGE COMMISSION FORM S-11/A Registration statement for securities to be issued by real estate companies [amend] Filing Date: 2021-05-20 SEC Accession No. 0001193125-21-167698 (HTML Version on secdatabase.com) FILER Starwood Real Estate Income Trust, Inc. Mailing Address Business Address 1601 WASHINGTON 1601 WASHINGTON CIK:1711929| IRS No.: 822023409 | State of Incorp.:MD | Fiscal Year End: 1231 AVENUE, SUITE 800 AVENUE, SUITE 800 Type: S-11/A | Act: 33 | File No.: 333-249719 | Film No.: 21944120 MIAMI BEACH FL 33139 MIAMI BEACH FL 33139 SIC: 6798 Real estate investment trusts 305-695-5500 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on May 20, 2021 Registration No. 333-249719 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Starwood Real Estate Income Trust, Inc. (Exact Name of Registrant as Specified in Governing Instruments) 1601 Washington Avenue Suite 800 Miami Beach, FL 33139 (305) 695-5500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices) Starwood REIT Advisors, L.L.C. Barry S. Sternlicht 1601 Washington Avenue Suite 800 Miami Beach, FL 33139 (305) 695-5500 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) With a copy to: Rosemarie A. Thurston Jason W. Goode Alston & Bird LLP 1201 W. Peachtree Street NW Atlanta, GA 30309 (404) 881-7000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ 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 7(a)(2)(B) of the Securities Act. ☒ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Securities Aggregate Amount of to be Registered Offering Price(1) Registration Fee(2) Primary Offering, Class T, Class S, Class D and Class I Common Stock, $0.01 par value per share $8,000,000,000 $872,800 Distribution Reinvestment Plan, Class T, Class S, Class D and Class I Common Stock, $0.01 par value per share $2,000,000,000 $218,200 Total Class T, Class S, Class D and Class I Common Stock, par value $0.01 per share $10,000,000,000 $1,091,000 (1) The registrant reserves the right to reallocate the shares of common stock being offered between the primary offering and the distribution reinvestment plan. (2) Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the Securities Act). As discussed below, for purposes of calculating the registration fees due in connection with the filing of this registration statement, $1,000,000,000 of unsold shares of common stock originally registered for sale pursuant to a prior registration statement will be carried forward to this registration statement. Pursuant to Rule 415(a)(6) of the Securities Act, the registration fees in the amount of $124,500 previously paid with respect to such unsold securities will continue to apply to such unsold securities. Accordingly, after taking into account the previously registered unsold securities and the $1,800,000,000 of new shares of common stock registered by the registrant in connection with the initial filing of this registration statement on October 29, 2020, the registration fee due for this registration statement is $785,520. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered for sale pursuant to the registrants registration statement on Form S-11 (File No. 333-220997) initially filed by the registrant on October 18, 2017 and declared effective on December 27, 2017 (the Prior Registration Statement). The Prior Registration Statement registered shares of the registrants common stock with a maximum aggregate offering price of $5,000,000,000 for sale pursuant to the registrants primary offering and distribution reinvestment plan. As of May 16, 2021, approximately $1,600,000,000 of the aggregate shares of the registrants common stock registered on the Prior Registration Statement remain unsold. The registrant is carrying forward $1,000,000,000 of shares of common stock from the Prior Registration Statement and registering $9,000,000,000 of new shares of common stock. Pursuant to Rule 415(a)(6), the registration fees in the amount of $124,500 previously paid with respect to such unsold securities will continue to apply to such unsold securities. Accordingly, after taking into account the previously registered unsold securities and the $1,800,000,000 of new shares of common stock registered by the registrant in connection with the initial filing of this Registration Statement on October 29, 2020, the registration fee due for this registration statement is $785,520. Pursuant to Rule 415(a)(6), the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MAY 20, 2021 The information in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Starwood Real Estate Income Trust, Inc. Maximum Offering of $10,000,000,000 Starwood Real Estate Income Trust, Inc. is a corporation formed to invest primarily in stabilized, income-oriented 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 Capitals leading institutional-quality real estate investment platform to income-focused investors. We have elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with the taxable year ended December 31, 2019. 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 $10,000,000,000 in shares of common stock, consisting of up to $8,000,000,000 in shares in our primary offering and up to $2,000,000,000 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. The share classes have different upfront selling commissions and dealer manager fees, and different ongoing stockholder servicing fees. The purchase price per share for each class of common stock will vary and generally will equal our prior months net asset value (NAV) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees.
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