As filed with the Securities and Exchange Commission on August 12, 2022

Registration No. 333-262589

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-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)

 

 

2340 Collins Avenue

Miami Beach, FL 33139

(305) 695-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Starwood REIT Advisors, L.L.C.

Barry S. Sternlicht

2340 Collins Avenue

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.  ☐

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.  ☒ Registration No. 333-262589

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.  ☒

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-262589) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

PART II

Information Not Required in the Prospectus

 

Item 36.

Financial Statements and Exhibits.

 

2.	Exhibits. The following exhibits are filed as part of this registration statement:

 

Exhibit Number		Description
1.1*		Amendment No. 1 to the Amended and Restated Dealer Manager Agreement between Starwood Real Estate Income Trust, Inc. and Starwood Capital, L.L.C.
3.1		Amended  & Restated Bylaws (filed as Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022 and incorporated herein by reference)

 

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 12, 2022.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities on August 12, 2022.

 

Signature		Title
/s/ John P. McCarthy, Jr. John P. McCarthy, Jr.		Chief Executive Officer and Director (principal executive officer)
/s/ Chris Lowthert Chris Lowthert		Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
* Barry S. Sternlicht		Chairman of the Board
* Mark Deason		Director
* Christopher D. Graham		Director
* Austin Nowlin		Director
* Richard D. Bronson		Independent Director
* David B. Henry		Independent Director
* Robin Josephs		Independent Director
* Peggy Lamb		Independent Director
* Dale Anne Reiss		Independent Director
* James E. Walker		Independent Director

 

*By:		/s/ John P. McCarthy, Jr.
		John P. McCarthy, Jr.
		Attorney-in-fact

Exhibit 1.1

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DEALER MANAGER AGREEMENT

This Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (this “Amendment”) is made and entered into as of August 12, 2022, by and between Starwood Real Estate Income Trust, Inc. (the “Company”) and Starwood Capital, L.L.C. (the “Dealer Manager,” and together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).

RECITALS

WHEREAS, the Parties previously entered into that certain Amended and Restated Dealer Manager Agreement dated as of February 3, 2020 (the “Agreement”);

WHEREAS, Section 3(f) and Schedule 2 of the Agreement and Schedule I of the Form of Selected Dealer Agreement thereto contemplate that the stockholder servicing fee paid to the Dealer Manager on each of the Class T Shares is comprised of the advisor stockholder servicing fee and the dealer stockholder servicing fee; and

WHEREAS, in accordance with Section 8(b) of the Agreement, the Parties desire to amend the Agreement, including the Form of Selected Dealer Agreement thereto, to replace the term “advisor stockholder servicing fee” with the term “representative stockholder servicing fee”.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and the mutual promises contained herein, the Parties hereto agree as follows:

AGREEMENT

1. Amendment to the Agreement.

(a) Replacement of Terms. All occurrences of the term “advisor stockholder servicing fee” in the Agreement, including the Form of Selected Dealer Agreement thereto, shall hereby be replaced with the term “representative stockholder servicing fee.” The replacement of the term shall not change the meaning of the term as defined in the Agreement. All such replacements shall be applicable in the singular, plural and possessive forms of the respective terms thereof.

2. Miscellaneous.

(a) Counterparts; Signature. This Amendment may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

(b) Governing Law. This Amendment shall be governed by and construed in accordance with Section 6 of the Agreement.

(c) Continued Effect. Except as specifically set forth herein, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

(d) Notice to Selected Dealers. The Dealer Manager shall provide prompt written notice to each Selected Dealer of this Amendment and the corresponding replacement of the term “advisor stockholder servicing fee” occurring in such Selected Dealer’s Selected Dealer Agreement with the term “representative stockholder servicing fee,” in each case pursuant to the term of such applicable Selected Dealer Agreement.

[Signatures on following page.]

 

2

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth above.

 

[Signature Page to Amendment No. 1 to the Amended and Restated Dealer Manager Agreement]