8-K

BLACKSTONE MORTGAGE TRUST, INC. (BXMT)

8-K 2021-09-23 For: 2021-09-23
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 23, 2021

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 1-14788 94-6181186
(State or Other Jurisdiction<br> <br>of Incorporation) (Commission<br> <br>File Number) (I.R.S. Employer<br> <br>Identification No.)

345 Park Avenue, 24th Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

N/A

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>symbol(s) Name of each exchange<br> <br>on which registered
Class A common stock, par value $0.01 per share BXMT New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

In connection with a private offering of $400 million in aggregate principal amount of senior secured notes due 2027 (the “Notes”) by Blackstone Mortgage Trust, Inc. (the “Company”), the Company is disclosing certain information to prospective investors in a preliminary offering memorandum dated September 23, 2021 (the “Preliminary Offering Memorandum”).

Pursuant to Regulation FD, the Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K the section captioned “Summary—Summary Historical Financial and Other Data” from the Preliminary Offering Memorandum.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

The information in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report (including the exhibit attached hereto) contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as such factors may be updated from time to time in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits

Exhibit<br> <br>No. Description
99.1 Excerpts from Blackstone Mortgage Trust, Inc.’s preliminary offering memorandum dated September 23, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLACKSTONE MORTGAGE TRUST, INC.
Date: September 23, 2021
By: /s/ Leon Volchyok
Name: Leon Volchyok
Title: Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following table sets forth a summary of our consolidated historical financial and other data as of and for the periods presented. The summary historical financial information presented below for each of the three years in the period ended December 31, 2020 has been derived from our audited consolidated financial statements incorporated by reference in this Offering Memorandum. Our consolidated financial statements for each of the three years in the period ended December 31, 2020 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The summary historical financial information presented below as of and for the six and twelve-month periods ended June 30, 2021 has been derived from our unaudited interim condensed consolidated financial statements incorporated by reference in this Offering Memorandum. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. The results of operations for the interim periods are not necessarily indicative of the results for the full year or any future period.

The following summary historical financial and other data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto in this Offering Memorandum.

Twelve MonthsEnded June 30,<br>2021 Six Months EndedJune 30, Year Ended December 31,
(in thousands) 2021 2020 2020 2019 2018
CONSOLIDATED STATEMENT OF OPERATIONS
Income from loans and other investments
Interest and related income $ 766,618 $ 383,827 $ 396,857 $ 779,648 $ 882,679 $ 756,109
Interest and related expenses 319,102 160,723 189,092 347,471 458,503 359,625
Income from loans and other investments, net 447,516 223,104 207,765 432,177 424,176 396,484
Other expenses
Management and incentive fees 78,895 40,752 39,773 77,916 78,435 74,834
General and administrative expenses 44,060 21,267 23,078 45,871 38,854 35,529
Total other expenses 122,955 62,019 62,851 123,787 117,289 110,363
Increase (decrease) in current expected credit loss reserve 64,067 52,199 (179,521 ) (167,653 )
Income (loss) before income taxes 388,628 213,284 (34,607 ) 140,737 306,887 286,121
Income tax provision (benefit) 426 276 173 323 (506 ) 308
Net income (loss) 388,202 213,008 (34,780 ) 140,414 307,393 285,813
Net income attributable to non-controlling<br>interests (3,227 ) (1,511 ) (1,028 ) (2,744 ) (1,826 ) (735 )
Net income (loss) attributable to Blackstone Mortgage Trust, Inc. $ 384,975 $ 211,497 $ (35,808 ) $ 137,670 $ 305,567 $ 285,078

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As of June 30, As of December 31,
(in thousands) 2021 2020 2020 2019 2018
CONSOLIDATED BALANCE SHEETS
Assets
Cash and cash equivalents $ 289,552 $ 1,259,836 $ 289,970 $ 150,090 $ 105,662
Loans receivable 17,436,843 16,339,403 16,572,715 16,164,801
Current expected credit loss reserve (128,945 ) (178,050 ) (173,549 )
Loans receivable, net 17,307,898 16,161,353 16,399,166 16,164,801 14,191,200
Other assets 304,297 241,934 269,819 236,980 170,513
Total Assets $ 17,901,747 $ 17,663,123 $ 16,958,955 $ 16,551,871 $ 14,467,375
Liabilities and Equity
Secured debt agreements, net $ 8,709,818 $ 9,689,541 $ 7,880,536 $ 9,731,426 $ 8,893,818
Loan participations sold, net 94,418
Securitized debt obligations, net 2,833,778 2,240,612 2,922,499 1,187,084 1,285,471
Asset-specific debt agreements, net 292,122 391,269 323,504 80,893
Secured term loans, net 1,332,130 1,045,163 1,041,704 736,142
Convertible notes, net 618,111 614,710 616,389 613,071 609,911
Other liabilities 158,833 177,313 202,327 175,963 128,212
Total Liabilities $ 13,944,792 $ 13,767,339 $ 13,054,724 $ 12,767,190 $ 11,092,768
Commitments and contingencies
Equity
Total Blackstone Mortgage Trust, Inc. stockholders’ equity $ 3,930,961 $ 3,874,763 $ 3,886,067 $ 3,762,583 $ 3,364,124
Non-controlling interests 25,994 21,021 18,164 22,098 10,483
Total Equity $ 3,956,955 $ 3,895,784 $ 3,904,231 $ 3,784,681 $ 3,374,607
Total Liabilities and Equity $ 17,901,747 $ 17,663,123 $ 16,958,955 $ 16,551,871 $ 14,467,375

Note: The consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust. As of June 30, 2021, December 31, 2020, June 30, 2020, December 31, 2019 and December 31, 2018, assets of the consolidated VIEs totaled $3.5 billion, $3.6 billion, $2.7 billion, $1.4 billion and $1.5 billion, respectively, and liabilities of the consolidated VIEs totaled $2.8 billion, $2.9 billion, $2.2 billion, $1.2 billion and $1.3 billion, respectively. Refer to Note 16 to our audited consolidated financial statements for further discussion of the VIEs.

Twelve MonthsEnded June 30,<br>2021 Six Months EndedJune 30, Year Ended December 31,
(in thousands) 2021 2020 2020 2019 2018
CONSOLIDATED STATEMENT OF CASH FLOW DATA
Net cash provided by operating activities $ 326,272 $ 165,373 $ 175,708 $ 336,607 $ 304,037 $ 290,002
Net cash used in investing activities (778,495 ) (924,972 ) (234,728 ) (88,251 ) (1,871,148 ) (4,251,659 )
Net cash (used in) provided by financing activities (474,423 ) 806,118 1,169,772 (110,769 ) 1,612,552 3,957,708

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As of June 30, As of December 31,
(in thousands, except LTV) 2021^(1)^ 2020^(1)^ 2020^(1)^ 2019^(1)^ 2018^(1)^
Number of investments 125 129 121 129 126
Principal balance $ 19,151,849 $ 18,031,537 $ 18,190,163 $ 17,895,885 $ 15,775,844
Net book value $ 17,385,530 $ 16,237,189 $ 16,474,888 $ 16,251,439 $ 14,287,367
Unfunded loan commitments^(2)^ $ 3,960,523 $ 4,543,086 $ 3,962,960 $ 4,662,169 $ 3,475,928
Weighted-average cash coupon^(3)^ + 3.23 % + 3.21 % + 3.22 % + 3.22 % + 5.61 %
Weighted-average all-in yield^(3)^ + 3.56 % + 3.55 % + 3.56 % + 3.56 % + 5.93 %
Weighted-average maximum maturity<br>(years)^(4)^ 3.2 3.5 3.2 3.9 4.1
Origination loan to value (LTV)^(5)^ 64.8 % 63.6 % 64.0 % 63.7 % 62.4 %
(1) We do not consolidate the 2018 Single Asset Securitization on our consolidated financial statements. Refer to<br>Notes 4 and 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization. In certain instances, we finance our loans through the non-recourse sale of a senior loan<br>interest that is not included in our consolidated financial statements.
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(2) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of<br>real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
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(3) The weighted-average spread and all-in yield are expressed as a spread<br>over the relevant floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, STIBOR, BBSY, and CDOR, as applicable to each investment. As of each period end above, 96% or more of our investments by total investment exposure earned a<br>floating rate of interest, primarily indexed to USD LIBOR. The remainder our investments earned a fixed rate of interest. We reflect the fixed rate of interest as a spread over the relevant floating benchmark rates for purposes of the<br>weighted-averages. In addition to spread, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.<br>Excludes loans accounted for under the cost-recovery method. Refer to our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2021 and June 30, 2020 and our Annual Reports on Form 10-K for the years ended December 31, 2020, 2019 and 2018 for period-specific detail.
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(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other<br>investments may be repaid prior to such date. As of June 30, 2021, 36% of our loans and other investments by total investment exposure were subject to yield maintenance or other prepayment restrictions and 64% were open to repayment by the<br>borrower without penalty. As of June 30, 2020, 51% of our loans and other investments were subject to yield maintenance or other prepayment restrictions and 49% were open to repayment by the borrower without penalty. As of December 31,<br>2020, 32% of our loans and other investments by total investment exposure were subject to yield maintenance or other prepayment restrictions and 68% were open to repayment by the borrower without penalty. As of December 31, 2019, 59% of our<br>loans and other investments were subject to yield maintenance or other prepayment restrictions and 41% were open to repayment by the borrower without penalty. As of December 31, 2018, 77% of our loans and other investments were subject to yield<br>maintenance or other prepayment restrictions and 23% were open to repayment by the borrower without penalty.
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(5) Based on LTV as of the dates loans and other investments were originated or acquired by us.<br>
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Pro formafor theTransactions As of June 30, As of December 31,
(in thousands) 2021 2020 2020 2019 2018
Other financial data
Liquidity 2,093,213 1,385,813 1,368,438 1,138,595 750,895 470,135
Collateral value 6,853,901 6,146,501 5,912,402 5,824,090 5,268,183 4,100,954
Credit metrics
Debt-to-equity<br>ratio^(1)^ 2.4x 2.7x 2.6x 2.5x 3.0x 2.8x
Secured debt-to-equity ratio^(2)^ 2.2x 2.5x 2.4x 2.2x 2.7x 2.6x
Collateral coverage ratio^(3)^ 3.9x 4.5x 5.5x 5.5x 7.1x
(1) Represents (i) total outstanding secured debt agreements, asset-specific debt agreements, secured term loans,<br>senior secured notes, and convertible notes, less cash, to (ii) book value of equity.
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(2) Represents (i) total outstanding secured debt agreements, secured term loans, and senior secured notes, less<br>cash, to (ii) book value of equity.
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(3) Represents (i) the Collateral value to (ii) total outstanding principal amount under (A) the Term Loan B and<br>(B) the Notes
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Twelve MonthsEnded June 30,<br>2021 Six Months EndedJune 30, Year Ended December 31,
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(in thousands) 2021 2020 2020 2019 2018
Net income (loss)^(1)^ $ 384,975 $ 211,497 $ (35,808 ) $ 137,670 $ 305,567 $ 285,078
(Decrease) increase in current expected credit loss reserve (64,067 ) (52,199 ) 179,521 167,653
Non-cash compensation expense 33,308 16,105 17,329 34,532 30,656 28,154
GE purchase discount accretion<br>adjustment^(2)^ 8,706
Realized hedging and foreign currency income,<br>net^(3)^ 1,491 916 10,277 10,852 14,172 6,723
Other items 1,005 324 806 1,487 300 2,084
Increase attributable to non-controlling interest 419 201 (422 ) (204 )
Distributable Earnings^(4)^ $ 357,131 $ 176,844 $ 171,703 $ 351,990 $ 350,695 $ 330,745
Convertible interest and cost and discount amortization 30,956 15,496 15,425 30,885 30,748 37,119
Term Loan B interest and cost and discount amortization 42,639 21,964 15,606 36,281 18,460
Income Taxes 426 276 173 323 (506 ) 308
Adjusted EBITDA^(5)^ $ 431,152 $ 214,580 $ 202,907 $ 419,479 $ 399,397 $ 368,172
(1) Represents net income attributable to Blackstone Mortgage Trust.
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(2) Historically, we have deferred in Distributable Earnings the accretion of a purchase discount attributable to a<br>certain pool of GE portfolio loans acquired in May 2015, until repayment in full of the remaining loans in the pool was substantially assured. During the year ended December 31, 2018, it was determined that repayment of the remaining loans in<br>the deferral pool was substantially assured. As such, the $8.7 million of deferred purchase discount, which has been previously recognized in GAAP net income, was realized in Distributable Earnings during the year ended December 31, 2018.<br>
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(3) For the years ended December 31, 2020 and 2019, primarily represents the forward points earned on our<br>foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR,<br>resulting in additional interest income earned in U.S. dollar terms. These amounts were not included in GAAP net income, but rather as a component of Other Comprehensive Income in our consolidated financial statements.
(4) “Distributable Earnings” is a non-GAAP measure, which we<br>define as GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense,<br>(ii) depreciation and amortization, (iii) unrealized gains (losses), and (iv) certain non-cash items. Distributable Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by our Manager, subject to approval by a majority of our independent directors.<br>Distributable Earnings mirrors the terms of our management agreement between our Manager and us for purposes of calculating our incentive fee expense. We believe that Distributable Earnings provides meaningful information to consider in addition to<br>our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our class A common stock as historically,<br>over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends<br>are one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 13 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings helps<br>us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our<br>dividends. Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a<br>measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar<br>supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.
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(5) “Adjusted EBITDA” is a non-GAAP measure, which we define as<br>represents Distributable Earnings plus (i) interest accrued on convertible notes and amortization of issuance costs and discounts of convertible notes, (ii) interest accrued on the Term Loan B and amortization of issuance costs and<br>discounts of the Term Loan B, and (iii) income tax provisions. We believe that Adjusted EBITDA provides useful information to investors about our company and its financial condition and results of operations. Adjusted EBITDA should not be<br>considered in isolation from, and is not intended to represent an alternative to, our GAAP results. In addition, our methodology for calculating Adjusted EBITDA may differ from the methodologies employed by other companies to calculate the same or<br>similar supplemental measures, and accordingly, our reported Adjusted EBITDA may not be comparable to the Adjusted EBITDA reported by other companies.
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Pro formafor theTransactions As of June 30, As of December 31,
(in thousands) 2021 2020 2020 2019 2018
First mortgage net asset value $ 3,408,581 $ 3,408,581 $ 3,146,843 $ 3,297,256 $ 2,870,300 $ 2,545,301
Whole loans 95,258 95,258 223,729 359 726,667 280,498
Retained syndication interests 533,275 533,275 626,635 656,401 623,482 498,140
Retained securities 723,575 723,575 546,757 731,478 296,838 306,880
Available borrowings under secured debt facilities 1,463,649 1,068,649 97,032 829,165 598,840 359,618
Cash and cash equivalents^(1)^ 629,564 317,164 1,271,406 309,430 152,055 110,517
Collateral value $ 6,853,901 $ 6,146,501 $ 5,912,402 $ 5,824,090 $ 5,268,183 $ 4,100,954
(1) Includes loan principal and interest payments held by our third-party loan servicer as of the balance sheet<br>date which were remitted to us during the subsequent remittance cycle. For the period ended June 30, 2021 and pro forma of the Transactions and for the periods ended June 30, 2021, June 30, 2020, December 31, 2020,<br>December 31, 2019 and December 31, 2018, loan principal and interest payments totaled $27.6 million, $27.6 million, $11.6 million, $19.5 million, $2.0 million and $4.9 million, respectively.<br>
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