SEC Company Response from Starwood Real Estate Income Trust, Inc. (SWDR) (CIK 0001711929) (SWDR) — Dec 26, 2017
Starwood Real Estate Income Trust, Inc. (SWDR) (CIK 0001711929)
Date: Dec. 26, 2017 · CIK: 0001711929 · Accession: 0001193125-17-378313
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220997
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Re: Starwood Real Estate Income Trust, Inc. Registration Statement on Form S-11 Filed December 20, 2017 File No. 333-220997
Dear Mr. Garrison,
This letter is in reference to the filing on December 20, 2017 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (the “Amendment”) by our client, Starwood Real Estate Income Trust, Inc. (the “Company”). In response to the Amendment, counsel for the Company consulted with the staff of the Securities and Exchange Commission (the “Staff”) regarding the Amendment and the Staff informed counsel that a consent of the Company’s independent valuation advisor would not be required for those periods where the independent valuation advisor confirms via a negative assurance letter the reasonableness of the valuations prepared by the Company’s advisor. The Staff requested that the Company provide supplemental confirmation to the Staff whether the Company would receive the independent valuation advisor’s confirmation of reasonableness via a negative assurance letter and to undertake to revise the disclosure in the Company’s 424(b)(2) final prospectus to include references to the negative assurance letter. The Company hereby confirms that it will receive a confirmation of reasonableness via a negative assurance letter from its independent valuation advisor for those months that are not a quarter-end and will revise the disclosure in its 424(b)(3) final prospectus to reflect this. As a result, it is the Company’s understanding based on counsel’s conversations with the Staff that the Company will not be required to file a consent of the independent valuation advisor for the Company’s net asset value calculations for months that are not a quarter-end where the Company receives the confirmation of reasonableness via a negative assurance letter.
Sincerely,
/s/ Rosemarie A. Thurston
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CORRESP 1 filename1.htm CORRESP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 | Fax: 404-881-7777 Rosemarie A. Thurston Direct Dial: 404-881-4417 Email: rosemarie.thurston@alston.com December 26, 2017 VIA EDGAR Mr. Coy Garrison Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Mail Stop 3233 Washington, DC 20549 Re: Starwood Real Estate Income Trust, Inc. Registration Statement on Form S-11 Filed December 20, 2017 File No. 333-220997 Dear Mr. Garrison, This letter is in reference to the filing on December 20, 2017 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (the “Amendment”) by our client, Starwood Real Estate Income Trust, Inc. (the “Company”). In response to the Amendment, counsel for the Company consulted with the staff of the Securities and Exchange Commission (the “Staff”) regarding the Amendment and the Staff informed counsel that a consent of the Company’s independent valuation advisor would not be required for those periods where the independent valuation advisor confirms via a negative assurance letter the reasonableness of the valuations prepared by the Company’s advisor. The Staff requested that the Company provide supplemental confirmation to the Staff whether the Company would receive the independent valuation advisor’s confirmation of reasonableness via a negative assurance letter and to undertake to revise the disclosure in the Company’s 424(b)(2) final prospectus to include references to the negative assurance letter. The Company hereby confirms that it will receive a confirmation of reasonableness via a negative assurance letter from its independent valuation advisor for those months that are not a quarter-end and will revise the disclosure in its 424(b)(3) final prospectus to reflect this. As a result, it is the Company’s understanding based on counsel’s conversations with the Staff that the Company will not be required to file a consent of the independent valuation advisor for the Company’s net asset value calculations for months that are not a quarter-end where the Company receives the confirmation of reasonableness via a negative assurance letter. Sincerely, /s/ Rosemarie A. Thurston Rosemarie A. Thurston cc: Ellis Rinaldi, Starwood Capital Group, Inc. Alson & Bird LLP www.alston.com Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.