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STWD > SEC Filings for STWD > Form 8-K on 25-Apr-2013All Recent SEC Filings

Show all filings for STARWOOD PROPERTY TRUST, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for STARWOOD PROPERTY TRUST, INC.


25-Apr-2013

Completion of Acquisition or Disposition of Assets, Financial State


Item 2.01. Completion of Acquisition or Disposition of
Assets.

On April 19, 2013, Starwood Property Trust, Inc., a Maryland corporation (the "Company"), completed the acquisition (the "Acquisition") of all the outstanding equity interests of LNR Property LLC, a Delaware limited liability company ("LNR"), from Aozora Investments LLC, a Delaware limited liability company ("Aozora"), CBR I LLC, a Delaware limited liability company ("Cerberus"), iStar Marlin LLC, a Delaware limited liability company ("iStar"), Opps VIIb LProp, L.P., a Delaware limited partnership ("Oaktree"), and VNO LNR Holdco LLC ("Vornado", and, together with Aozora, Cerberus, iStar and Oaktree, collectively, the "Sellers"), for a purchase price of $862 million in cash. An additional $194 million was paid by SOF-IX U.S. Holdings, L.P., a Delaware limited partnership and affiliate of the Company ("SCG"), in connection with SCG's acquisition of certain assets of LNR and its subsidiaries immediately prior to the completion of the Acquisition, pursuant to a purchase and sale agreement among SCG, LNR and the Sellers. A copy of the press release announcing the completion of the Acquisition is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The foregoing summary of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Unit Purchase Agreement, dated as of January 23, 2013 (the "Purchase Agreement"), among the Company, LNR and the Sellers. A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 24, 2013 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired

The audited consolidated financial statements of (i) LNR Property LLC and Subsidiaries as of December 31, 2010 and for the period from July 29, 2010 to December 31, 2010, and its predecessor, LNR Property Holdings, Ltd. and Subsidiaries, as of November 30, 2009 and for the period from December 1, 2009 to July 28, 2010 and for the year ended November 30, 2009 and (ii) LNR Property LLC and Subsidiaries, as of and for the years ended December 31, 2012 and 2011, in each case including the notes and the report of the independent auditors related thereto, were filed as Exhibits 99.1 and 99.2 to the Company's Current Report on Form 8-K filed with the SEC on April 8, 2013, respectively.

(b) Pro Forma Financial Information

Starwood Property Trust, Inc. unaudited pro forma combined financial information, comprised of a pro forma combined balance sheet as of December 31, 2012 and a pro forma combined statement of income for the year ended December 31, 2012, and the related notes, were filed as Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on April 8, 2013.

(d)                 Exhibits



Exhibit
Number                                   Description

2.1        Unit Purchase Agreement, dated January 23, 2013, by and among Starwood
           Property Trust, Inc., LNR Property LLC, Aozora Investments LLC, CBR I
           LLC, iStar Marlin LLC, Opps VIIb LProp, L.P. and VNO LNR Holdco LLC
           (incorporated by reference to Exhibit 2.1 of the Company's Current
           Report on Form 8-K filed on January 24, 2013)

99.1       Press Release of Starwood Property Trust, Inc. issued April 22, 2013


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