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September 27, 2023
Dennis G. Schuh
Chief Executive Officer and President
Starwood Credit Real Estate Income Trust
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Credit Real Estate Income Trust
Amendment No. 1 to Form 10-12G
Filed September 14, 2023
File No. 000-56577
Dear Dennis G. Schuh:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G/A filed September 14, 2023
Item 1A. Risk Factors
Your ability to have your common shares repurchased through our share repurchase plan is
limited..., page 61
1.We note your response to comment 3. Please disclose in the filing the material
information you disclose in your response, such as the dates of the limited withdrawals
and the maximum period of time it took for investors to receive their money back.
General
2.We note your statement that the company intends to enter into an advisory agreement with
Starwood Credit Advisors, L.L.C., pursuant to which the company will pay the investment
adviser a management fee and a performance fee.  Please add disclosures clarifying that

 FirstName LastNameDennis  G. Schuh
 Comapany NameStarwood Credit Real Estate Income Trust
 September 27, 2023 Page 2
 FirstName LastNameDennis  G. Schuh
Starwood Credit Real Estate Income Trust
September 27, 2023
Page 2
the payment of any such performance fee will be contingent on the company meeting the
requirements in Rule 205-3 under the Investment Advisers Act of 1940, as amended.
3.We further note your statement that the company is not registered and does not intend to
register as an investment company under the Investment Company Act of 1940, as
amended (“Investment Company Act”).  You state that the company will not be an
investment company as defined in sections 3(a)(1)(A) and 3(a)(1)(C) of the Investment
Company Act.  You also state that the company may rely on the exception from the
definition of investment company provided in section 3(c)(6) of the Investment Company
Act and “many” of the company’s subsidiaries will be able to rely on the exception
provided in section 3(c)(5) of the Investment Company Act.  Please supplement or revise
your legal analysis supporting these positions, specifically addressing the following:
•You state that the company will be a holding company primarily engaged in the non-
investment company businesses of the company’s wholly-owned subsidiaries.  Will
these subsidiaries be wholly-owned subsidiaries within the meaning of section
2(a)(43) of the Investment Company Act?  Alternatively, will these subsidiaries be
majority-owned subsidiaries within the meaning of section 2(a)(24) of the Investment
Company Act?  If not, please clarify how the company intends to rely on the
exclusion in section 3(c)(6) of the Investment Company Act.
•Your disclosures indicate that the company will invest in various types of securities,
including the securities of wholly-owned subsidiaries.  Accordingly, please either
remove your statement that the company will not be an investment company under
section 3(a)(1)(A) of the Investment Company Act or provide additional legal
analysis to support this position.
•You state that you expect “many” of the company’s subsidiaries to be able to rely on
section 3(c)(5) of the Investment Company Act.  Given this uncertainty, please
explain how the company intends to satisfy the “primarily engaged” requirement in
section 3(c)(6) of the Investment Company Act.
4.We note your response to comment 5.  We also note your disclosure throughout the filing
(for example, on pages 3, 6, 9 and 12) describing your relationship and competitive
strength with and dependence on  Starwood Capital and its affiliates.  On page 7, you state
that "[t]hroughout its history, Starwood Capital has created several market-leading
platforms to enhance operational efficiencies and maximize the value of its investments"
and you describe these platforms. You also state on page 7: "Reflecting on the success of
its investment activities, Starwood Capital and its professionals have received numerous
industry accolades over the years . . ." On pages 12-13 you state: "Starwood Capital’s
established real estate asset finance platform has a multi-decade track record as a real
estate lender, creating several public finance platforms, with proven financial results. . . .
Starwood Capital’s expert team and global network of lending relationships have allowed
it to obtain attractive terms for investors." Because the company is a blind pool with no
operating history, please tell us why prior performance disclosure for programs with
similar investment objectives, such as any material adverse business developments in
those programs, would not be material to investors.

 FirstName LastNameDennis  G. Schuh
 Comapany NameStarwood Credit Real Estate Income Trust
 September 27, 2023 Page 3
 FirstName LastName
Dennis  G. Schuh
Starwood Credit Real Estate Income Trust
September 27, 2023
Page 3
            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.
            You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ryan Bekkerus, Esq.