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Get filing alertsStarwood Property Trust closes $500M senior notes at 5.875% due 2029
Filed July 10, 2026 · Period ending July 10, 2026 · ~1 min read
Key Changes
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high
Completed $500M private placement of 5.875% unsecured senior notes maturing August 2029, with proceeds earmarked for green/social projects and potential redemption of 2027 notes at lower 4.375% coupon.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Indenture requires unencumbered assets at least 120% of unsecured debt, limiting additional borrowing capacity and providing cushion for unsecured creditors.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Notes redeemable before May 2029 at par plus make-whole premium, at par thereafter; change of control triggers put right at 101% of par.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Pending allocation to green/social projects, company may redeem up to all $500M of 4.375% 2027 notes or repay repurchase facility debt.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Notes rank pari passu with other senior unsecured debt but effectively subordinated to secured debt and subsidiary liabilities.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Starwood Property Trust closed a $500 million private placement of 5.875% senior unsecured notes due 2029, raising capital at a higher coupon than its existing 4.375% 2027 notes. The company intends to allocate proceeds to eligible green and social projects, but pending that allocation may redeem up to all of the 2027 notes or repay other debt.
The refinancing at a 150-basis-point higher rate reflects current market conditions and the company's cost of capital. The indenture includes a 120% unencumbered asset coverage covenant that constrains additional unsecured borrowing and provides a cushion for noteholders. The notes are effectively subordinated to secured debt and subsidiary liabilities, typical for a REIT structure.
Noteholders receive change-of-control protection via a put right at 101% of par and standard make-whole call protection before May 2029. The issuance is a routine capital markets transaction for a commercial real estate finance company managing its debt maturity profile.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · view on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Prior to May 15, 2029, 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 May 15, 2029, 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.
The company can redeem the notes at any time before May 15, 2029 at par plus a make-whole premium, and at par thereafter. Additionally, before May 15, 2029, up to 40% of the notes can be redeemed using equity offering proceeds at 105.875% of par.
Added in current filing · verify on EDGAR →
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).
Noteholders have the right to put their notes back to the company at 101% of par plus accrued interest if a change of control triggering event occurs, providing downside protection in an acquisition scenario.
Added in current filing · verify on EDGAR →
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
The indenture requires the company to maintain unencumbered assets at least 120% of unsecured debt, limiting additional borrowing capacity and providing a cushion for unsecured creditors. The covenant also limits additional debt incurrence and includes merger restrictions, though certain covenants terminate if the notes achieve investment grade ratings from specified agencies.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 11, 2026 · How we verify