424B3 1 0823_nav_supplement.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 8 DATED SEPTEMBER 15, 2023

TO THE PROSPECTUS DATED APRIL 7, 2023

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated April 7, 2023 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

 

•
to disclose the transaction price for each class of our common stock as of October 1, 2023;
•
to disclose the calculation of our August 31, 2023 NAV per share for each class of our common stock;
•
to provide an update on our share repurchase requests; and
•
to provide an update on the status of our current public offering (the “Offering”).

 

October 1, 2023 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of October 1, 2023 (and repurchases as of September 30, 2023) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

24.98

 

Class T

 

$

24.99

 

Class D

 

$

24.55

 

Class I

 

$

24.80

 

 

The October 1, 2023 transaction price for each of our share classes is equal to such class’s NAV per share as of August 31, 2023. A detailed presentation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

 

August 31, 2023 NAV Per Share

 

NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.starwoodNAV.reit. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. All of our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by our independent valuation advisor. We have included a breakdown of the components of total NAV and NAV per share as of August 31, 2023 along with the immediately preceding month.

 

Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of August 31, 2023 ($ and shares/units in thousands):

 

 

 

 

SREIT-SUP8-0923

1

 

 


Components of NAV

 

August 31, 2023

 

Investments in real estate

 

$

23,791,598

 

Investments in real estate debt

 

 

1,597,556

 

Cash and cash equivalents

 

 

279,950

 

Restricted cash

 

 

271,903

 

Other assets

 

 

1,057,765

 

Debt obligations

 

 

(13,231,398

)

Secured financings on investments in real estate debt

 

 

(741,393

)

Subscriptions received in advance

 

 

(13,207

)

Other liabilities

 

 

(1,012,518

)

Performance participation accrual

 

 

—

 

Management fee payable

 

 

(12,456

)

Accrued stockholder servicing fees (1)

 

 

(3,985

)

Non-controlling interests in consolidated joint ventures

 

 

(88,325

)

Net asset value

 

$

11,895,490

 

Number of outstanding shares/units

 

 

478,402

 

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of August 31, 2023, we have accrued under GAAP $348.4 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of August 31, 2023 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

5,156,510

 

 

$

140,175

 

 

$

714,949

 

 

$

5,385,372

 

 

$

498,484

 

 

$

11,895,490

 

Number of outstanding shares/units

 

 

206,392

 

 

 

5,609

 

 

 

29,122

 

 

 

217,177

 

 

 

20,102

 

 

 

478,402

 

NAV Per Share/Unit as of August 31, 2023

 

$

24.98

 

 

$

24.99

 

 

$

24.55

 

 

$

24.80

 

 

$

24.80

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the August 31, 2023 valuations, based on property types. Once we own more than one self-storage and one extended stay investment, we will include the key assumptions for the property types.

Property Type

 

Discount
Rate

 

Exit
Capitalization
Rate

Multifamily

 

6.5%

 

5.3%

Single-Family Rental

 

6.7%

 

5.5%

Industrial

 

6.7%

 

5.5%

Office

 

7.6%

 

6.2%

Other

 

8.2%

 

6.8%

 

These assumptions are determined by the Advisor (except for investments valued by a third party appraisal firm), and reviewed by our

independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

Input

 

Hypothetical
Change

 

Multifamily
Investment
Values

 

Single-Family Rental Investment Values

 

Industrial
Investment
Values

 

Office
Investment
Values

 

Other
Investment
Values

Discount Rate

 

0.25% decrease

 

+2.0%

 

+2.0%

 

+2.0%

 

+1.9%

 

+1.8%

(weighted average)

 

0.25% increase

 

(1.9)%

 

(1.9)%

 

(1.9)%

 

(1.9)%

 

(1.8)%

Exit Capitalization Rate

 

0.25% decrease

 

+3.1%

 

+2.9%

 

+3.2%

 

+2.8%

 

+2.2%

(weighted average)

 

0.25% increase

 

(2.8)%

 

(2.6)%

 

(2.9)%

 

(2.5)%

 

(2.1)%

 

 

2

 

 


The following table provides a breakdown of the major components of our NAV as of July 31, 2023 ($ and shares/units in thousands):

Components of NAV

 

July 31, 2023

 

Investments in real estate

 

$

23,890,890

 

Investments in real estate debt

 

 

1,640,970

 

Cash and cash equivalents

 

 

297,328

 

Restricted cash

 

 

270,154

 

Other assets

 

 

1,067,826

 

Debt obligations

 

 

(13,307,215

)

Secured financings on investments in real estate debt

 

 

(765,097

)

Subscriptions received in advance

 

 

(13,392

)

Other liabilities

 

 

(859,162

)

Performance participation accrual

 

 

—

 

Management fee payable

 

 

(12,687

)

Accrued stockholder servicing fees (1)

 

 

(4,063

)

Non-controlling interests in consolidated joint ventures

 

 

(89,143

)

Net asset value

 

$

12,116,409

 

Number of outstanding shares/units

 

 

486,148

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of July 31, 2023, we have accrued under GAAP $352.5 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of July 31, 2023 ($ and shares/units in thousands, except per share/unit data):

 

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

5,271,908

 

 

$

140,943

 

 

$

720,065

 

 

$

5,483,848

 

 

$

499,645

 

 

$

12,116,409

 

Number of outstanding shares/units

 

 

210,524

 

 

 

5,626

 

 

 

29,262

 

 

 

220,634

 

 

 

20,102

 

 

 

486,148

 

NAV Per Share/Unit as of July 31, 2023

 

$

25.04

 

 

$

25.05

 

 

$

24.61

 

 

$

24.85

 

 

$

24.85

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Share Repurchase Request Update

 

Pursuant to the terms of our share repurchase plan, the total amount of aggregate share repurchases is limited to no more than 2% of our aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of our aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding quarter).

 

In July 2023, we received repurchase requests equal to 3.6% of our aggregate monthly NAV. As per the terms of our share repurchase plan, we honored all repurchase requests for July 2023 on a pro rata basis up to the 2% monthly limitation. As such, 55.3% of each stockholder’s July repurchase request was satisfied.

 

In August 2023, we received repurchase requests equal to 3.9% of our aggregate monthly NAV. As per the terms of our share repurchase plan, we honored all repurchase requests for August 2023 on a pro rata basis up to the 2% monthly limitation. As such, 51.3% of each stockholder’s August repurchase request was satisfied.

 

August repurchase requests were approximately 34% lower than our peak. Importantly, our structure continues to provide investors with liquidity over time, as it was designed. Investors who started redeeming in November 2022, when redemption requests were first prorated, would have received more than 99% of their money back in the ten months ended August 2023.

 

3

 

 


Status of our Current Public Offering

 

This Offering was declared effective by the SEC on August 10, 2022 and we are currently offering on a continuous basis up to $18.0 billion in shares of common stock, consisting of up to $16.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 42,220,876 shares of our common stock (consisting of 15,131,268 Class S shares, 229,191 Class T shares, 2,148,279 Class D shares and 24,712,138 Class I shares) in the primary offering for total proceeds of approximately $1.2 billion and (ii) 9,121,815 shares of our common stock (consisting of 4,164,117 Class S shares, 150,081 Class T shares, 513,032 Class D shares and 4,294,585 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.2 billion. As of August 31, 2023, our aggregate NAV was approximately $11.9 billion. We intend to continue selling shares in the Offering on a monthly basis.

4