Item 1.01. Entry into a Material Definitive Agreement.

Indenture and Senior Notes due 2027

On January 25, 2022, Starwood Property Trust, Inc., a Maryland corporation (the "Company"), closed its private offering of $500 million aggregate principal amount of its 4.375% unsecured senior notes due 2027 (the "Notes"), which priced on January 10, 2022. The Notes were issued under an indenture, dated as of January 25, 2022 (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 qualified institutional buyers within the United States in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions 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. Eligible green and/or social projects are projects that meet specified eligibility criteria in alignment with the four core pillars of the Green Bond Principles, 2018, Social Bond Principles, 2020 and Sustainability Bond Guidelines, 2018, and include investments in, financings of and/or acquisitions of one or more of the following: (i) renewable energy, (ii) green buildings and (iii) affordable housing. 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 for general corporate purposes, including the repayment of outstanding indebtedness under its repurchase facilities.

The Notes are senior unsecured obligations of the Company and will mature on January 15, 2027. The Notes bear interest at a rate of 4.375% per year. Interest on the Notes will be paid semi-annually in arrears on each January 15 and July 15, commencing July 15, 2022, to the persons who are holders of record of the Notes on the preceding January 1 and July 1, 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 July 15, 2026, 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 July 15, 2026, 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 July 15, 2025, the Company may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 104.375% 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.

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.




Item 9.01.   Financial Statements and Exhibits.



 (d) Exhibits




Exhibit
Number                                   Description

  4.1       Indenture, dated as of January 25, 2022, between Starwood Property
          Trust, Inc. and The Bank of New York Mellon, as trustee (including the
          form of Starwood Property Trust, Inc.'s 4.375% Senior Notes due 2027).
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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