SEC Comment Letter for Starwood Real Estate Income Trust, Inc. (SWDR) (CIK 0001711929) (SWDR) — Nov 3, 2017
Starwood Real Estate Income Trust, Inc. (SWDR) (CIK 0001711929)
Date: Nov. 3, 2017 · CIK: 0001711929 · Accession: 0000000000-17-038960
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220997
Letter
Mail Stop 3233 November 2, 2017 Via E -Mail Barry S. Sternlicht Starwood REIT Advisors, L.L.C. 1601 Washington Avenue Suite 800 Miami Beach, FL 33139
Re: Starwood Real Estate Income Trust, Inc. Registration Statement on Form S-11 Filed October 18, 2017 File No. 333-220997
Dear Mr. Sternlicht :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Net Asset Value Calcu lation and Valuation Guidelines
Our Independent Valuation Advisor, page 145
1. We note your disclosure on page 145 that “[t] he independent valuation advisor will also provide an opinion on the reasonableness of the internal valuations prepared by the Adviso r.” Please tell us whether the independent valuation advisor will provide a third party written consent specifically referencing the delivery of an opinion of reasonableness in future filings disclosing your NAV. Please see Rule 436(a).
Exhibit 5.1
2. We note the opinion of counsel as to the legality of the shares, which states that “ as of the date hereof, there are more than 241,545,894 Class T Shares, more than 241,545,894
Barry S. Sternlicht Starwood Real Estate Income Trust, Inc. November 2, 2017 Page 2
Class S Shares …available for issuance under the Charter .” We note that these nu mbers of Class T and Class S shares do not appear to contemplate the issuance of any Class T and Class S shares pursuant to the DRIP. Please either revise the opinion to acknowledge the availability for issuance of additional Class T and Class S Shares u nder the Charter, or provide your analysis as to why this statement is appropriate. Please see Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kristi Marrone, Staff Accountant at (202) 551 -3429 if you have questions regarding comments on the financial statements and related matters. Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625 or me at (202) 551 -3466 with any other questions.
Sincerely,
/s/ Coy Garrison
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Mail Stop 3233 November 2, 2017 Via E -Mail Barry S. Sternlicht Starwood REIT Advisors, L.L.C. 1601 Washington Avenue Suite 800 Miami Beach, FL 33139 Re: Starwood Real Estate Income Trust, Inc. Registration Statement on Form S-11 Filed October 18, 2017 File No. 333-220997 Dear Mr. Sternlicht : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Net Asset Value Calcu lation and Valuation Guidelines Our Independent Valuation Advisor, page 145 1. We note your disclosure on page 145 that “[t] he independent valuation advisor will also provide an opinion on the reasonableness of the internal valuations prepared by the Adviso r.” Please tell us whether the independent valuation advisor will provide a third party written consent specifically referencing the delivery of an opinion of reasonableness in future filings disclosing your NAV. Please see Rule 436(a). Exhibit 5.1 2. We note the opinion of counsel as to the legality of the shares, which states that “ as of the date hereof, there are more than 241,545,894 Class T Shares, more than 241,545,894 Barry S. Sternlicht Starwood Real Estate Income Trust, Inc. November 2, 2017 Page 2 Class S Shares …available for issuance under the Charter .” We note that these nu mbers of Class T and Class S shares do not appear to contemplate the issuance of any Class T and Class S shares pursuant to the DRIP. Please either revise the opinion to acknowledge the availability for issuance of additional Class T and Class S Shares u nder the Charter, or provide your analysis as to why this statement is appropriate. Please see Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kristi Marrone, Staff Accountant at (202) 551 -3429 if you have questions regarding comments on the financial statements and related matters. Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625 or me at (202) 551 -3466 with any other questions. Sincerely, /s/ Coy Garrison Coy Garrison Special Co unsel Office of Real Estate and Commodities cc: Rosemarie A. Thurston, Esq. (Via E -Mail) Alston & Bird LLP