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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

 NEW YORK, NY
10017-3954

 TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

September 14, 2023

 VIA EDGAR

Re:

Starwood Credit Real Estate Income Trust

Form 10-12G

Filed August 3, 2023

File No. 000-56577

 Ms. Pearlyne Paulemon

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Dear Ladies and Gentlemen:

 On behalf of Starwood Credit Real
Estate Income Trust (the “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form 10-12G (the
“Registration Statement”), marked to show changes from the Registration Statement initially filed on August 3, 2023. The Company has prepared Amendment No. 1 to respond to the Staff’s comments in its letter dated
August 30, 2023, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure.

 In addition,
we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment
No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us
by the Company.

 Registration Statement on Form 10-12G

Item 1. Business, page 2

 1. Please be advised that
you are responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase plan. We urge you to consider all the elements of your share
repurchase plan in determining whether the program is consistent with relief granted by the Division of Corporation Finance in prior no action letters. To the extent you are relying on Blackstone Real Estate Income Trust, Inc. (Letter dated
September 12, 2016), Rich Uncles NNN REIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26, 2017), or Black Creek Diversified Property Fund Inc.
(Letter dated September 1, 2017), please provide us with an analysis as to how your program is consistent with such relief. To the extent you have questions as to whether the program is entirely consistent with the relief
previously granted by the Division of Corporation Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

-2-

September 14, 2023

 The Company acknowledges that it is responsible for analyzing the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E, to its share repurchase plan (the “Repurchase Plan”). In particular, the Company revised the terms of its Repurchase Plan, as set forth on page 26
of Amendment No. 1, to ensure the Repurchase Deadline (as defined in Amendment No. 1) is consistent with prior no-action letter relief. The Company believes the Repurchase Plan, as revised, is
consistent with the relief granted by the Division of Corporation Finance. By way of illustration, below is a table setting forth the key features underlying the relief granted in Blackstone Real Estate Income Trust, Inc. (SEC No-Action Letter dated September 12, 2016) (“BREIT”) and Griffin Capital Essential Asset REIT II, Inc. (SEC No-Action Letter dated September 20,
2017) (“Griffin”). As shown below, the Company’s Repurchase Plan, as revised, contains substantially each of these key features.

 Key Features of the Repurchase Plan

 BREIT

 Griffin

 The
Company

 •  All material information relating to the Repurchase Plan will be fully and
timely disclosed to all shareholders. The terms of the Repurchase Plan will be fully disclosed in the Company’s private placement memorandum as well as any memorandum used for subsequent offerings (collectively, as amended and/or supplemented
from time to time, the “Offering Memorandum”), and the most recently determined NAV per share for each class of the Company’s common shares will always be available on the Company’s website and toll-free information line.1

√

√

√

 •  The Company will not solicit repurchases under the Repurchase Plan other than
through the Offering Memorandum and supplements thereto disclosing the transaction price and NAV per share of each class of the Company’s common shares. Shareholders desiring to request repurchase of all or a portion of their shares will do so
of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating repurchases under the Repurchase Plan will be ministerial.

√

√

√

1
 We note that each of Griffin and BREIT conducted continuous public offerings of common stock that were
registered under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, disclosed the terms of its respective programs in a prospectus or supplement thereto, while the Company is conducting a continuous
private offering of its common shares exempt from registration under the Securities Act. Therefore, the Company will provide substantially the same disclosure in its Offering Memorandum. We do not believe the registered or private nature of the
offering is determinative, as the condition relates to the disclosure of the program terms to investors in the disclosure document provided to such investor at the time the investor makes an investment decision. See also, e.g., Broadstone Net Lease
Inc. (relying on existing no-action letter relief in connection with its repurchase program, while conducting a continuous private offering of its common stock).

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

-3-

September 14, 2023

 Key Features of the Repurchase Plan

 BREIT

 Griffin

 The
Company

 •  Shares will be repurchased quarterly under the Repurchase Plan at a price
which will generally be equal to the NAV per share for the applicable class of shares for the prior month, and also provide each month the transaction price and the NAV per share for each class of shares on the Company’s website and toll-free
information line. Subject to the terms of the Repurchase Plan, the Company will repurchase shares at the transaction price per share for the applicable class of the Company’s common
shares.2

√

√

√

 •  Repurchases will be made on a quarterly basis. The repurchase price normally
will be paid in cash within three business days following the last calendar day of the applicable quarter and will be the same for all shares of the same class repurchased in a given
quarter.3

√

√

√

 •  Repurchases under the Repurchase Plan will be limited in any calendar quarter
to shares whose aggregate value (based on the repurchase price per share for the quarter the repurchase is effected) is 5% of the combined NAV of all classes of the Company’s common shares as of the last calendar day of the immediately
preceding month of the applicable quarter.4

√

√

√

2
 While BREIT’s program provided for the repurchase of shares on a monthly basis, the Company’s
Repurchase Plan is consistent with Griffin in this respect, which provided for quarterly repurchases. We also note that, while each of BREIT and Griffin undertook to file prospectus supplements with the SEC with such frequency as is required by the
Securities Act, disclosing the historical NAV per share of each class of shares, the Company intends to file a Form 8-K under the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise disclose to all shareholders each quarter the applicable repurchase price to ensure each shareholder receives substantially the same information that would otherwise be included in the Company’s prospectus
supplement if it was undertaking a registered offering under the Securities Act. For each calendar quarter, the Company intends to set the Repurchase Deadline as a date that is no less than 10 business days following the date on which the repurchase
price for such quarter is disclosed to investors, both of which, the applicable repurchase price and the Repurchase Deadline for such quarter, is expected to be included in a Form 8-K filed by the Company or
otherwise disclosed to all shareholders. Consistent with the BREIT program, in the unlikely case that the repurchase price for the applicable quarter is not made available by the tenth business day prior to the last business day of such quarter (or
is changed after such date), then no repurchase requests will be accepted for such quarter and shareholders who wish to have their shares repurchased the following quarter must resubmit their repurchase requests.

3
 See supra note 2.

4
 As a result of monthly repurchases, the BREIT program provided for a 2% limitation in any given calendar month
and a 5% limitation for any calendar quarter, while the Griffin relief provided for a limitation of 5% of the aggregate NAV of the outstanding shares of all classes of shares as of the last calendar day of the previous calendar quarter. The Company
believes basing the 5% quarterly limitation on the immediately preceding month of the applicable quarter is more appropriate, as it provides for the most current record of the Company’s NAV.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

-4-

September 14, 2023

 Key Features of the Repurchase Plan

 BREIT

 Griffin

 The
Company

 •  If the quarterly volume limitation is reached in any given quarter or the
Company determines to repurchase fewer shares than have been requested to be repurchased in any particular quarter, repurchases under the Repurchase Plan for such quarter will be made on a pro rata
basis.5

√

√

√

 •  Shareholders may withdraw any repurchase request by notifying the
Company’s transfer agent on the Company’s toll-free information line before 4:00 p.m. Eastern time on the last business day of the applicable quarter.6

√

√

√

 •  Material modifications, including any reduction to the quarterly limitations
on repurchases, and suspensions of the Repurchase Plan will be promptly disclosed in a supplement to the Offering Memorandum, or periodic report filed by the Company, as well as on the Company’s website.7

√

√

√

 •  There will be no established regular trading market for the Company’s
common shares. The Repurchase Plan will be terminated if the Company’s shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Company’s
shares develops.

√

√

√

 •  The Repurchase Plan is intended to remain open indefinitely for the life of
the Company unless modified or suspended by the Company’s board of trustees. The Company is structured as a perpetual-life entity and has no intention to list its shares for trading on an exchange or other trading market.

√

√

√

 •  The Repurchase Plan is open to all shareholders.

√

√

√

5
 See supra note 2.

6
 See supra note 2.

7
 See supra notes 1 and 2.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

-5-

September 14, 2023

 2. Please be advised that you are responsible for analyzing the applicability of Regulation M to your
share repurchase plan. We urge you to consider all the elements of your share repurchase plan in determining whether the program is consistent with the class relief granted by the Division of Market Regulation in the class exemptive letter granted
Alston & Bird LLP dated October 22, 2007. To the extent you have questions as to whether the plan is entirely consistent with that class exemption, you may contact the Division of Trading and Markets at 202-551-5777.

 The Company acknowledges that it is responsible for
(i) analyzing the applicability of Regulation M to the Company’s Repurchase Plan and (ii) considering all of the elements of the Company’s Repurchase Plan in determining whether the program is consistent with the relief granted
by the Division of Market Regulation in the class exemptive letter, dated October 22, 2007, granted to Alston & Bird LLP. The Company has reviewed the applicability of Regulation M to its Repurchase Plan and has determined that its
Repurchase Plan is consistent with the class exemptive letter, dated October 22, 2007, granted by the Division of Market Regulation to Alston & Bird LLP.

Item 1A. Risk Factors

 Your ability to have your
common shares repurchased through our share repurchase plan is limited…, page 61

 3. Please provide the information investors
need to assess the magnitude of the risk. We note, for example, the media reports that Starwood Real Estate Income Trust limited withdrawals in 2022 and 2023. Disclose the occurrence of these events and the material consequences to those
investors.

 In response to the Staff’s comment, the Company has revised its risk factor disclosure on page 61 of Amendment No. 1 to
provide further information related to the risk that investors’ ability to have their common shares repurchased is limited.

 Further, with respect to
Starwood Real Estate Income Trust, Inc. (“SREIT”), which is advised by an affiliate of the Company’s Advisor, the Company notes that SREIT’s share repurchase plan continues to provide investors with liquidity over time, as
it was designed and disclosed to investors since its inception in 2017. Further, the Company notes that investors who started requesting their shares be redeemed by SREIT in November 2022, when redemption requests were first prorated, would have
received more than 99% of their money back in the nine months ended July 2023. For further detail on SREIT’s repurchase requests, please see the table below. The Company also notes that SREIT has always accepted redemption requests from each
investor up to the repurchase limitations included in SREIT’s share repurchase plan, which limitations are consistent with the limitations set forth in the SEC’s no-action letters regarding non-traded REIT repurchase program terms.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

-6-

September 14, 2023

 Starwood Real Estate Income Trust, Inc.

Share Repurchase Requests as of August 1, 2023

 Beginning Month of Request (# of
Months)

Percentage of Investor
Capital Returned*

 November 2022 (9 months)

99.5
%

 December 2022 (8 months)

98.6
%

 January 2023 (7 months)

98.2
%

 February 2023 (6 months)

97.1
%

 March 2023 (5 months)

94.3
%

 April 2023 (4 months)

91.8
%

 May 2023 (3 months)

84.4
%

 June 2023 (2 months)

70.0
%

 July 2023 (1 month)

55.3
%

*   Represents the percentage of an investor’s capital returned based on the month in which
such investor began submitting repurchase requests, assuming full repurchase requests submitted each month.

    

 Item 15: Financial Statements and Exhibits, page 158

4. Please file your agreement with Starwood Capital for initial capitalization and repurchase as an exhibit.

The Company has revised its exhibit index appearing on page 158 of Amendment No. 1 to reflect the filing of the subscription agreement relating to
the Initial Capitalization as Exhibit 10.6, which the Company undertakes to file in a subsequent amendment to its Registration Statement.

 General

 5. Because the company is a blind pool with no operating history and is dependent on Starwood Capital and its affiliates, please include disclosure
comparable to that required by Industry Guide 5, including prior performance tables for programs with similar investment objectives, or advise why such disclosure would not be material to investors. For guidance, see CF Disclosure
Guidance: Topic No. 6.

 The Company respectfully notes that Industr