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): May 6, 2013
Blackstone Mortgage Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 1-14788 | 94-6181186 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
345 Park Avenue, 10th Floor | ||||
New York, New York | 10154 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 655-0220
Capital Trust, Inc.
(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) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement .
On May 6, 2013, Capital Trust, Inc. (the Company ) entered into a Trademark License Agreement (the License Agreement ) with Blackstone TM L.L.C. (the Licensor ), an affiliate of The Blackstone Group L.P. ( Blackstone ). BREDS/CT Advisors L.L.C. (the Manager ), an affiliate of Blackstone, serves as the Companys manager and as of May [_], 2013 an affiliate of Blackstone owned approximately 17.1% of the Companys outstanding shares of class A common stock, par value $0.01 per share (the Class A Common Stock ).
Pursuant to the terms and conditions of the License Agreement, the Company was granted a non-exclusive, royalty-free license to use the name Blackstone Mortgage Trust, Inc. and the ticker symbol BXMT in connection with the Companys rebranding. Subject to certain limitations, the Company will have the right to use the name Blackstone Mortgage Trust, Inc. for so long as the Manager (or another affiliate of the Licensor) serves as the Companys manager and the Manager (or another managing entity) remains an affiliate of the Licensor. The License Agreement may also be earlier terminated by either party as a result of certain breaches or for convenience upon 90 days prior written notice; provided that upon notification of such termination by the Company, the Licensor may elect to effect termination of the License Agreement immediately at any time after 30 days from the date of such notification. In the event the License Agreement is terminated, the Company will be required to, among other things, change its name and ticker symbol. The Company has agreed to indemnify the Licensor and its affiliates for certain losses that may arise in connection with its breach of the License Agreement, the operation of its business, or its use of the name Blackstone Mortgage Trust, Inc.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition .
On May 6, 2013, the Company issued a press release and detailed presentation announcing its financial results for the first quarter ended March 31, 2013. The press release and full detailed presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K report and are incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liability of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
On May 6, 2013, the Company filed articles of amendment to the Companys charter (the Articles of Amendment ) with the State Department of Assessments and Taxation of Maryland that: (i) changed the name of the Company to Blackstone Mortgage Trust, Inc.; (ii) provided for a 1-for-10 reverse stock split of its Class A Common Stock to take effect at 5:01 p.m. (EDT) on May 6, 2013 (the Effective Time ); and (iii) provided for the par value of the Class A Common Stock to be changed from $0.10 per share (as a result of the reverse stock split) back to $0.01 per share.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events .
As of the Effective Time, the Company effected its previously announced reverse stock split and name and ticker symbol changes. At the market opening on May 7, 2013, the Companys Class A Common Stock will begin trading on the New York Stock Exchange on a post-split adjusted basis under the symbol BXMT under a new CUSIP number: 09257W 100. In addition, the Company launched its new website: www.blackstonemortgagetrust.com.
For additional information about the reverse stock split, see the Companys Current Report on Form 8-K filed on April 26, 2013, including the press release filed an exhibit thereto.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits
Exhibit No. |
Description |
|
3.1 | Articles of Amendment dated May 6, 2013. | |
10.1 | Trademark License Agreement, dated May 6, 2013, between Capital Trust, Inc. and Blackstone TM L.L.C. | |
99.1 | Press Release of Blackstone Mortgage Trust, Inc. dated May 6, 2013. | |
99.2 | Presentation of Blackstone Mortgage Trust, Inc. dated May 6, 2013. |
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.
Date: May 6, 2013
BLACKSTONE MORTGAGE TRUST, INC. | ||
By: |
/s/ Geoffrey G. Jervis |
|
Name: | Geoffrey G. Jervis | |
Title: | Chief Financial Officer |
Exhibit 3.1
CAPITAL TRUST, INC.
ARTICLES OF AMENDMENT
Capital Trust, Inc., a Maryland corporation (the Corporation ), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Article II of the charter of the Corporation (the Charter ) is hereby amended to change the name of the Corporation to:
Blackstone Mortgage Trust, Inc.
SECOND : The amendment to the Charter as set forth in Article FIRST above was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law (the MGCL ) without action by the stockholders.
THIRD : The Charter, is hereby amended to provide that, immediately upon the Reverse Stock Split Effective Time (as defined below), every ten shares of the class A common stock, $0.01 par value per share (the Common Stock ), of the Corporation that were issued and outstanding immediately before the Reverse Stock Split Effective Time shall be combined into one issued and outstanding share of Common Stock, $0.10 par value per share. No fractional shares of Common Stock of the Corporation will be or remain issued upon such amendment and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to such stockholders pro rata percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of all such fractional shares.
FOURTH : The amendment to the Charter as set forth in Article THIRD above has been duly approved by the Board of Directors of the Corporation. Pursuant to Section 2-309(e)(2) of the MGCL, no stockholder approval was required.
FIFTH : The Charter is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to decrease the par value of the shares of Common Stock of the Corporation issued and outstanding immediately after the Reverse Stock Split Effective Time from $0.10 per share to $0.01 per share.
SIXTH : The amendment to the Charter as set forth in Article FIFTH above has been duly approved by the Board of Directors of the Corporation. The amendment set forth in Article FIFTH above is limited to a change expressly authorized by Section 2-605(a)(2) of the MGCL to be made without action by the stockholders of the Corporation.
SEVENTH : These Articles of Amendment shall become effective at 5:01 p.m. on May 6, 2013 (the Reverse Stock Split Effective Time ).
EIGHTH : There has been no increase in the authorized stock of the Corporation effected by the amendments to the Charter as set forth above.
NINTH : The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and President and attested by its Secretary this 6th day of May, 2013.
CAPITAL TRUST, INC. | ||
By: |
/s/ Stephen D. Plavin |
|
Name: | Stephen D. Plavin | |
Title: | Chief Executive Officer and President | |
ATTEST: | ||
By: |
/s/ Randall S. Rothschild |
|
Name: |
Randall S. Rothschild | |
Title: | Secretary |
Exhibit 10.1
TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT ( Agreement ) is effective as of the 6th day of May, 2013 ( Effective Date ) among Blackstone TM L.L.C. (the Licensor ) and Capital Trust, Inc., a corporation organized under the laws of the State of Maryland ( Licensee ).
WHEREAS, Licensor is the owner of the service mark, corporate name and trade name Blackstone (the Mark ), including U.S. Registration Nos. 1,986,927 and 2,374,887;
WHEREAS, Licensee is a real estate finance company that conducts its operations as a real estate investment trust (the Licensee Business ); and
WHEREAS, Licensee desires to rebrand the Licensee Business using the Company Name (as defined below), including by filing name change documentation with the State Department of Assessments and Taxation of Maryland, and Licensor is willing to permit Licensee to use the Company Name,
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Grant of Rights; Sublicensing .
Section 1.1. License Grant . Subject to the terms and conditions herein, Licensor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-transferable (subject to Section 8), worldwide license to use the Mark, during the Term of this Agreement, solely (a) in connection with the Licensee Business and (b) as part of the trademark , corporate name or trade name Blackstone Mortgage Trust or Blackstone Mortgage Trust, Inc., (including in the form set forth on Schedule A hereto) (collectively, the Company Name ). During the Term of this Agreement, Licensee may use the ticker symbol BXMT to identify itself on the New York Stock Exchange or any other stock exchange approved in writing by Licensor in its sole discretion. For clarity, the license in this Section 1.1 covers only the exact Company Name; Licensee shall have no right to use the Mark standing alone or any modification, stylization or derivative of (or, other than as set forth on Schedule A hereto, a logo containing) the Company Name without the prior written consent of Licensor in its sole discretion.
Section 1.2. Sublicensing . Licensee shall not sublicense its rights under this Agreement except to a current or future wholly owned subsidiary of Licensee, and then only with the prior written consent of Licensor, provided that (a) no such subsidiary shall use the Mark as part of a name other than the Company Name without the prior written consent of Licensor in its sole discretion and (b) any such sublicense shall terminate automatically, with no need for written notice, if (x) such entity ceases to be a wholly owned subsidiary, (y) this Agreement terminates for any reason or (z) Licensor gives notice of such termination. Licensee shall be responsible for any such sublicensees compliance with the provisions of this Agreement, and any breach by a sublicensee of any such provision shall constitute a breach of this Agreement by Licensee.
Section 1.3. Subsidiaries . Neither Licensee nor any of its current or future subsidiaries shall use a new trademark, corporate name, trade name or logo that contains the Mark without the prior written consent of Licensor in its sole discretion, and any resulting license shall be governed by a new agreement between the applicable parties and/or an amendment to this Agreement.
Section 1.4. Reservation of Rights . All rights not expressly granted to Licensee in this Agreement are reserved to Licensor.
2. Ownership . Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Mark. Licensee agrees not to do anything inconsistent with such ownership, including directly or indirectly challenging, contesting or otherwise disputing the validity or enforceability of, or Licensors ownership of or right, title or interest in, the Mark (and the associated goodwill), including without limitation, arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit ( Action ) regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Mark arising from Licensees or any applicable sublicensees use of the Company Name shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee is deemed to own any rights in the Mark, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith.
3. Registration . Licensor agrees that Licensee may register the Company Name as a corporate name, provided that such registration shall not grant Licensee any interest in the Mark. Licensee shall not register a domain name or a social media identifier containing or comprising the Company Name without Licensors prior written consent, which shall not be unreasonably withheld, provided that (a) at Licensors option, Licensor may serve as the registrant or owner of record of such domain name or social media identifier, and (b) if Licensor allows Licensee to serve as the registrant or owner of record of such domain name or social media identifier, such registration shall not grant Licensee any interest in the Mark.
4. Use of the Company Name .
Section 4.1. Quality Control . Licensee shall use the Company Name in a manner consistent with Licensors high standards of and reputation for quality, and in accordance with good trademark practice wherever the Company Name is used. Licensee shall not take any action that could reasonably be expected to be detrimental to the Mark or the goodwill associated therewith. Licensee shall use with the Company Name any applicable trademark notices as may be requested by Licensor or required under applicable laws.
Section 4.2. Samples . Upon request by Licensor, Licensee shall furnish to Licensor representative samples of all advertising and promotional materials in any media that use the Company Name. Licensee shall make any changes to such materials that Licensor requests to comply with Section 4.1, or to preserve the validity of Licensors rights in the Mark.
Section 4.3. Compliance with Laws . Licensee shall, at its sole expense, comply at all times with all applicable laws, regulations, exchange and other rules and reputable industry practice pertaining to the Licensee Business and the use of the Company Name.
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5. Termination .
Section 5.1. Term . The term of this Agreement ( Term ) commences on the Effective Date and continues in perpetuity, unless termination occurs pursuant to the other provisions of this Section 5.
Section 5.2. Termination for Convenience . Either party may terminate this Agreement for any reason upon 90 days prior written notice to the other party. Upon notification of termination by Licensee under this Section 5.2, Licensor may elect to effect termination of this Agreement immediately at any time after 30 days from date of such notification.
Section 5.3. Termination for Breach . If either party materially breaches one or more of its obligations hereunder, the other party may terminate this Agreement, effective upon written notice, if the breaching party does not cure such breach within 15 days written notice thereof (or any mutually-agreed extension). Licensor may terminate this Agreement immediately, effective upon written notice, if Licensee violates or attempts to violate Section 9.
Section 5.4. Termination of Management Agreement . This Agreement shall terminate immediately if (a) BREDS / CT Advisors L.L.C. or another affiliate of Licensor is no longer acting as manager (any such entity, the Manager ) to Licensee under the Amended and Restated Management Agreement, dated as of March 26, 2013 (as the same may be amended, modified or otherwise restated, the Management Agreement ), or a similar agreement, or (b) if the Manager is no longer an affiliate of Licensor. Upon notification of termination or non-renewal of the Management Agreement by Licensee to Manager, Licensor may elect to effect termination of this Agreement immediately at any time after 30 days from date of such notification.
Section 5.5. Termination for Bankruptcy . Licensor has the right to terminate this Agreement immediately upon written notice to Licensee if (a) Licensee makes an assignment for the benefit of creditors; (b) Licensee admits in writing its inability to pay debts as they mature; (c) a trustee or receiver is appointed for a substantial part of Licensees assets or (d) to the extent termination is enforceable under local law, a proceeding in bankruptcy is instituted against Licensee which is acquiesced in, is not dismissed within 120 days, or results in an adjudication of bankruptcy. In the event of any of the foregoing, Licensor shall have the right, in addition to its other rights and remedies, to suspend Licensees rights regarding the Company Name while Licensee attempts to remedy the situation.
Section 5.6. Effect of Termination; Survival . Upon termination of this Agreement for any reason, (a) Licensee shall immediately, except as required by law, regulation or exchange rules, (i) cease all use of the Company Name, (ii) at Licensors option, cancel or transfer to Licensor any corporate names, domain names or social media identifiers containing or comprising the Company Name, (iii) cease all use of the ticker symbol BXMT in connection with the New York Stock Exchange or any other applicable exchange and (iv) destroy all existing inventory of materials bearing the Company Name, in each case, at Licensees expense; and (b) the parties shall cooperate so as to best preserve the value of the Mark and the Company Name. Section 3, this Section 5.6, and Sections 7.2, 7.3, 8 and 9 shall survive termination of this Agreement.
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6. Infringement . Licensee shall notify Licensor promptly after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation ( Infringement ) of the Mark or the Company Name. Licensor shall have the sole right to bring any Action to remedy the foregoing, and Licensee shall cooperate with Licensor in same, at Licensors expense.
7. Representations and Warranties; Limitations .
Section 7.1. Each party represents and warrants to the other party that:
(a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity);
(b) The warranting party is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder; and
(c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms.
Section 7.2. E XCEPT AS EXPRESSLY SET FORTH IN S ECTION 7.1, L ICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES , EXPRESS OR IMPLIED , WITH RESPECT TO THIS A GREEMENT , THE M ARK OR THE C OMPANY N AME , AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES , INCLUDING ANY WITH RESPECT TO TITLE , NON - INFRINGEMENT , MERCHANTABILITY , VALUE , RELIABILITY OR FITNESS FOR USE . L ICENSEE S USE OF THE C OMPANY N AME IS ON AN AS - IS BASIS .
Section 7.3. E XCEPT WITH RESPECT TO L ICENSEE S INDEMNIFICATION OBLIGATIONS UNDER S ECTION 8, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL , INDIRECT , CONSEQUENTIAL , EXEMPLARY , PUNITIVE OR INCIDENTAL DAMAGES ( INCLUDING LOST PROFITS OR GOODWILL , BUSINESS INTERRUPTION AND THE LIKE ) RELATING TO THIS A GREEMENT , EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES .
8. Indemnification .
Section 8.1. Indemnity by Licensee . Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and their respective directors, officers, employees, agents and representatives from any losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys fees and costs of suit) arising out of or relating to any third-party Action against any of them that arises out of or relates to (i) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder; (ii) Licensees operation of the Licensee Business; or (iii) any claim that Licensees use of the Company Name, other than as explicitly authorized by this Agreement, Infringes the rights of a third party.
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Section 8.2. Indemnification Procedure . Licensor will promptly notify Licensee in writing of any indemnifiable claim and promptly as practicable tender its defense to Licensee. Any delay in such notice will not relieve Licensee from its obligations to the extent it is not prejudiced thereby. Licensor will cooperate with Licensee at Licensees expense. Licensee may not settle any indemnified claim without Licensors prior, written consent in Licensors sole discretion. Licensor may participate in its defense with counsel of its own choice at its own expense.
9. Assignments . Licensee may not assign, transfer, pledge, mortgage or otherwise encumber this Agreement or its right to use the Company Name, in whole or in part, without the prior written consent of Licensor in its sole discretion, except to a successor organization that is solely the result of a name change by Licensee. For the avoidance of doubt, a merger, change of control, reorganization or sale of all or substantially all of the stock of Licensee shall be deemed an assignment requiring such consent, regardless of whether Licensee is the surviving entity. Licensee acknowledges that its identity is a material condition that induced Licensor to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in immediate termination of this Agreement. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein.
10. Miscellaneous .
Section 10.1. Notice . Any notices that may or are required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second following business day (or third following business day if mailed outside the United States), (iii) delivered by electronic mail, when received or (iv) posted on a password protected website maintained by the Manager and for which the Licensee has received access instructions by electronic mail, when posted:
LICENSOR:
Blackstone TM L.L.C. 345 Park Avenue New York, NY 10154 Attention: John G. Finley Facsimile: 212.583.5749 |
LICENSEE:
Capital Trust, Inc. 345 Park Avenue, 42nd Floor New York, NY 10154 Attention: Randall S. Rothschild Facsimile: 646.253.8405 |
Section 10.2. Integration . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements (including, without limitation, any prior agreements between the Licensee and Manager), understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
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Section 10.3. Amendments . Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.
Section 10.4. Governing Law . T HIS A GREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS A GREEMENT SHALL BE GOVERNED BY , AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH , THE LAW OF THE S TATE OF N EW Y ORK . E ACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE S TATE OF N EW Y ORK AND THE U NITED S TATE D ISTRICT C OURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS A GREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY , AND TO THE LAYING OF VENUE IN SUCH COURT .
Section 10.5. Waiver of Jury Trial . E ACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS A GREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES , AND , THEREFORE , EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF , UNDER OR IN CONNECTION WITH OR RELATING TO THIS A GREEMENT .
Section 10.6. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Section 10.7. Costs and Expenses . Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of this Agreement, and all matters incident thereto.
Section 10.8. Section Headings . The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.
Section 10.9. Counterparts . This Agreement may be executed by the parties to this Agreement in any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Section 10.10. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first written above.
BLACKSTONE TM L.L.C. | CAPITAL TRUST, INC. | |||||||||||
By: |
/s/ John Finley |
By: |
/s/ Randall S. Rothschild |
|||||||||
Name: | JOHN FINLEY | Name: | RANDALL S. ROTHSCHILD | |||||||||
Title: | AUTHORIZED SIGNATORY | Title: | SECRETARY AND MANAGING | |||||||||
DIRECTOR, LEGAL AND COMPLIANCE |
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S CHEDULE A
8
Exhibit 99.1
Blackstone Mortgage Trust Reports First Quarter 2013
Highlights and Operating Results
New York, May 6, 2013 : Blackstone Mortgage Trust, Inc. (NYSE: BXMT) today reported its first quarter 2013 results.
We completed our first full quarter under the management of a subsidiary of The Blackstone Group L.P. and, effective May 6, 2013, changed our name from Capital Trust, Inc. to Blackstone Mortgage Trust, Inc. Also on May 6, 2013, we Company completed a one-for-ten reverse split of our class A common stock.
Stockholders equity increased to $76.1 million, or $25.21 per share, as of March 31, 2013.
Blackstone Mortgage Trust issued a full detailed presentation of its first quarter 2013 results which can be viewed at www.blackstonemortgagetrust.com .
About Blackstone Mortgage Trust
Blackstone Mortgage Trust (NYSE: BXMT) is a real estate finance company that focuses primarily on loans and securities backed by commercial real estate assets. Blackstone Mortgage Trust is externally managed by BREDS/CT Advisors L.L.C., a subsidiary of Blackstone and is a real estate investment trust traded on the New York Stock Exchange under the symbol BXMT. Blackstone Mortgage Trust is headquartered in New York City. Further information is available at www.blackstonemortgagetrust.com .
About Blackstone
Blackstone (NYSE:BX) is one of the worlds leading investment and advisory firms. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, the companies it advises and the broader global economy. Blackstone does this through the commitment of its extraordinary people and flexible capital. Blackstones alternative asset management businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.Blackstone.com . Follow Blackstone on Twitter @Blackstone.
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Blackstone Mortgage Trust, Inc. 345 Park Avenue New York, NY 10154 212-655-0220 |
Forward-Looking Statements
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Blackstone Mortgage Trusts current views with respect to, among other things, Blackstone Mortgage Trusts operations and financial performance. You can identify these forward-looking statements by the use of words such as outlook, believes, expects, potential, continues, may, will, should, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Blackstone Mortgage Trust believes these factors include but are not limited to those described under the section entitled Risk Factors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as such factors may be updated from time to time in its periodic filings with the Securities and Exchange Commission, which are accessible on the SECs website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the filings. Blackstone Mortgage Trust undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Investor and Media Relations Contacts
Douglas Armer Tel: +1 (212) 655-0220 Douglas.Armer@Blackstone.com |
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Blackstone Mortgage Trust, Inc.
May 6, 2013
First Quarter 2013 Results
Exhibit 99.2
|
Blackstone Mortgage Trust
1
First Quarter 2013 Highlights
We completed our first full quarter under the management of a subsidiary of The
Blackstone Group L.P.
and effective as of the close of business on May 6,
2013:
Changed
our
name
from
Capital
Trust,
Inc.
to
Blackstone
Mortgage
Trust,
Inc.
and
stock
ticker
symbol
from CT
to BXMT,
Completed a one-for-ten reverse stock split, and
Launched
our
new
corporate
website,
www.blackstonemortgagetrust.com
.
March
31,
2013
consolidated
assets
were
$365.2
million
and
consolidated
liabilities
were
$202.7
million,
resulting
in
stockholders
equity
of
$76.1
million,
(1)
or
$25.21
per
share
.
(2)
Up $2.7 million from 4Q primarily as a result of increased CT Legacy book
value
First
quarter
consolidated
net
loss
was
($3.1
million),
or
($1.03)
(2)
per
share.
Primarily resultant from the CT Legacy reconsolidation accounting, which resulted
in a direct increase
in stockholders
equity
and
minimal
earnings
from
the
CT
Legacy
portfolio
during
the
quarter,
and
non-
cash incentive plan accruals.
________________________________________________
(1)
Total equity of $162.4 million includes noncontrolling interests of $86.4 million.
(2)
Per share amounts have been retroactively updated to
reflect the one-for-ten reverse stock split described above.
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Blackstone Mortgage Trust
2
Cash and cash equivalents of $15.4 million;
Investment in CT Legacy Partners, with an
attributable book value of $48.5 million;
Residual interests in CT CDO I, with an
attributable book value of $6.6 million;
Other,
including
prepaid
expenses,
accounts
payable,
and
other
items;
(1)
and
Overview of Significant Assets
Our
book
value
totaled
$76.1
million
(or
$25.21
per
share)
as
of
March
31,
2013,
and
is
primarily
attributable to the following significant assets:
Book Value
($ in Millions)
Cash
$25.21
Book Value per Share
CT Legacy Partners
CT CDO I
$76.1
Other
(1)
CT
Opportunity
Partners
I,
LP
(CTOPI)
carried
interest
of
$10.4
million,
(2)
which
is
carried
at
a
book
value
of
$0.
(2)
(1)
Includes: (i) prepaid expenses and other assets, (ii) corporate accounts payable and accrued
expenses, (iii) payables related to CTOPI tax-advance distributions,
and (iv)
accounting adjustments for certain timing differences associated with liabilities under our secured notes and management incentive awards plans.
(2)
CTOPI carried interest is based on an allocation of the funds net asset value as of
March 31, 2013. We have elected to defer recognition of revenue from our
investment in
CTOPI, resulting in a net book value of zero.
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Blackstone Mortgage Trust
3
CT Legacy Partners
(1)(2)
CT Legacy Partners is the March 2011 restructuring vehicle that owns our remaining
legacy asset portfolio. Blackstone
Mortgage Trust owns a majority
controlling interest in CT Legacy
Partners, subject to liabilities under
its secured notes and
management incentive awards plan.
The CT Legacy Partners investment portfolio includes 26 loans and securities, all
of which serve as collateral for its JPMorgan
repurchase facility with an
outstanding balance of $20.2 million, which is not recourse to Blackstone Mortgage Trust.
See page 7 for a detailed presentation of the CT Legacy Partners
loans receivable portfolio.
________________________________________________
(Dollars in Thousands)
Mar. 31, 2013
Gross investment in CT Legacy Partners
Restricted cash
12,719
$
Securities, at fair value
11,702
Loans receivable, at fair value
150,332
Equity investments (Three-hotel portfolio)
4,059
Prepaid expenses, accrued interest receivable, and accounts payable, net
(4,005)
Repurchase obligations
(20,214)
Interest rate swap liabilities
(6,119)
Noncontrolling interests
(86,350)
Total gross investment in CT Legacy Partners
70,134
$
Secured notes, including prepayment premium
(2)(3)
(11,059)
Management incentive awards plan, fully vested
(2)(4)
(10,563)
Net investment in CT Legacy Partners
48,512
$
(1)
In March 2012, CT Legacy REIT merged into CT Legacy Partners to preserve the tax efficiency of
the Legacy portfolio. The economics of the portfolio are
substantially
unchanged.
(2)
See Note 3 to our financial statements contained in the Form 10-Q, filed on May 6, 2013,
for additional details.
(3)
Includes the full potential prepayment premium on secured notes. This liability is carried at
its amortized basis of $8.7 million on our balance sheet
as of March 31, 2013.
(4)
Assumes full payment of the management incentive awards plan based on a hypothetical GAAP
liquidation value of CT Legacy Partners as of March 31, 2013.
As of March 31,
2013, our balance sheet includes $6.2 million in accounts payable and accrued expenses for the management incentive awards plan.
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Blackstone Mortgage Trust
4
CT CDO I
CT CDO I is a collateralized debt obligation issued in 2004. Blackstone Mortgage
Trust owns the residual
debt and equity positions of CT CDO I.
The CT CDO I investment portfolio includes seven loans, all of which serve as
collateral for its non-recourse
senior securitized debt obligations
with an outstanding balance of $136.9 million.
See page 8 for a detailed presentation of the CT CDO I loans receivable
portfolio.
(Dollars in Thousands)
Mar. 31, 2013
Assets and liabilities of CT CDO I
Loans receivable, net
139,500
$
Loans held-for-sale, net
1,800
Accrued interest receivable, prepaid expenses, and
other assets
2,433
Total assets
143,733
Accounts payable, accrued expenses and other liabilities
168
Securitized debt
obligations
136,944
Total liabilities
137,112
Net investment in CT CDO I
6,621
$
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Blackstone Mortgage Trust
5
CTOPI
CTOPI is a
private
equity
real
estate
fund
that
we
sponsored
and
formed
in
2007.
The
fund
invested
$491.5
million in 39 transactions, of which $288.6 million has been realized and $202.9
million remains
outstanding (carried at 133% of cost) as of March 31,
2013.
The carried interest in CTOPI entitles us to earn incentive
compensation in an amount equal to 17.7% of the
funds profits, after
a 9% preferred return and 100% return of capital to the CTOPI limited partners.
We own a net 55% of the carried interest of CTOPIs general partner.
Any cash collections from the CTOPI carried interest would be offset by incentive
awards to our former
employees, which provide for payment of 45% of the
amount of carried interest distributions we receive.
As of March 31, 2013,
Blackstone Mortgage Trust was allocated $11.8 million of carried interest from
CTOPI based on a hypothetical liquidation of the fund, reduced by tax-advance
distributions received for a
net asset of $10.4 million. Other than
tax-advance distributions, we have not received any cash payments
from
CTOPI.
The net carried interest allocation of $11.8 million increased $3.7 million from
4Q, and is based on the
fair value of CTOPIs net assets.
Recognition
of
the
revenue
related
to
the
CTOPI
carried
interest
has
been
deferred,
resulting
in a net
book value of zero as of March 31, 2013.
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Blackstone Mortgage Trust
6
Book Value per Share
Stockholders
equity totaled $76.1 million, or $25.21 per share as of March 31, 2013.
On April 26, 2013, our board of directors approved a one-for-ten reverse
stock split, effective as of
May 6, 2013.
All share and per share amounts have been retroactively updated to reflect the
reverse stock split.
________________________________________________
(1)
Share and per share amounts have been retroactively updated to reflect the one-for-ten
reverse stock split described above.
(2)
Stock units are granted to certain members of our board of directors in lieu of cash
compensation for services and in lieu of dividends earned on previously granted stock units.
See Note 10 to our financial statements contained in the Form 10-Q, filed on May 6, 2013,
for additional details.
(3)
Blackstone Mortgage Trusts book value as of March 31, 2013 includes two of its
significant assets, CT Legacy Partners and the CTOPI carried interest, recorded on a fair value
(Dollars in Thousands, Except per Share Data)
Mar. 31, 2013
Dec. 31, 2012
Stockholders' equity
76,095
$
73,444
$
Shares
(1)
Class A common stock
2,926,651
2,926,651
Restricted class A common stock
-
-
Stock units
(2)
91,366
89,756
Total
3,018,018
3,016,407
Book value per share
(3)
25.21
$
24.35
$
basis. The fair value of each of these assets represents a discount to the cash flows
management has estimated these investments will generate.
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Blackstone Mortgage Trust
7
(1)
In addition, CT Legacy Partners owns investments in securities with an aggregate face value of
$135.3 million and a book value of $11.7 million as of March 31,
2013.
(2)
Represents the fair market value of each loan as of March 31, 2013.
(3)
All floating rate loans are indexed to one-month LIBOR.
(4)
Maturity dates assume all extension options are executed.
(5)
Principal balance represents our former mezzanine loan to this REO asset. As of
March 31, 2013, our equity investment in this hotel portfolio was carried at a fair
value of $4.0 million and included in other assets on our consolidated balance sheet.
(6)
Includes four loans receivable investments, each of which was 100% impaired as
of March 31, 2013. These losses have not yet been realized as of March 31, 2013.
CT Legacy
Partners
Loans Receivable
The
following
table
provides
details
of
CT
Legacy
Partners
loan
portfolio
(1)
as
of
March
31,
2013:
________________________________________________
(Dollars in Millions)
Principal
Balance
Book
Value
(2)
Rate
(3)
Maturity
(4)
Loan Type
Geographic
Location
Property
Type
Loan A
27.0
$
28.8
$
L + 2.75%
12/31/14
Sub. mortgage
Northwest
Other
Loan B
25.4
25.0
L + 7.94%
4/9/13
Sub. mortgage
International
Hotel
Loan C
19.9
20.1
8.00%
9/1/14
Mezzanine
Northeast
Office
Loan D
17.9
12.5
L + 4.00%
3/15/12
Sr. mortgage
Northeast
Office
Loan E
15.0
13.7
L + 4.00%
3/9/14
Sr. mortgage
West
Hotel
Loan F
12.8
12.8
L + 1.96%
1/3/17
Sub. mortgage
Northeast
Multifamily
Loan G
14.4
14.2
L + 2.75%
12/31/14
Sub. mortgage
Northwest
Other
Loan H
14.3
11.9
L + 8.50%
6/9/13
Mezzanine
Southeast
Hotel
Loan I
8.0
7.8
12.00%
10/9/13
Mezzanine
Northeast
Office
Loan J
4.5
3.5
8.77%
2/1/16
Mezzanine
Northeast
Office
Other
(6)
98.2
-
Various
Various
Various
Various
Various
Total
307.4
$
154.3
$
Loan K
50.0
4.0
n/a
n/a
REO
Various
Hotel
(5)
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Blackstone Mortgage Trust
8
CT CDO Is Loans Receivable
The following table provides details of CT CDO Is loan portfolio as of March
31, 2013:
________________________________________________
(Dollars in Millions)
Principal
Balance
Book
Value
Rate
(1)
Maturity
(2)
Loan Type
Geographic
Location
Property
Type
Loan A
62.5
$
62.5
$
L + 0.86%
5/3/13
Sr. mortgage
West
Office
Loan B
30.0
30.0
L + 7.25%
5/9/14
Sub. mortgage
West
Hotel
Loan C
27.0
27.0
L + 9.53%
10/9/13
Sub. mortgage
Northeast
Office
Loan D
20.0
20.0
L + 5.06%
10/9/13
Sub. mortgage
Diversified
Office
Loan E
(3)
6.6
1.8
L + 5.01%
2/9/13
Sub. mortgage
Southwest
Office
Other
(4)
18.1
-
Various
Various
Various
Various
Various
Total
164.2
$
141.3
$
(1)
All floating rate loans are indexed to one-month LIBOR.
(2)
Maturity dates assume all extension options are executed.
(3)
This loan has been classified as held-for-sale as of March 31, 2013.
Accordingly, its book value represents estimated fair market value as of March 31, 2013.
(4)
Includes two loans receivable investments, each of which was 100% impaired as of March 31,
2013. These losses have not yet been realized as of March 31, 2013.
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Blackstone Mortgage Trust
9
Consolidated Balance Sheet
(Dollars in Thousands)
Mar. 31, 2013
Dec. 31, 2012
Assets
Cash and cash equivalents
15,361
$
15,423
$
Restricted cash
12,719
14,246
Investment in CT Legacy Asset, at fair value
-
132,000
Securities, at fair value
11,702
-
Loans receivable, at fair value
150,332
-
Loans receivable, net
139,500
141,500
Loans held-for-sale, net
1,800
-
Equity investments in unconsolidated subsidiaries
20,046
13,306
Accrued interest receivable, prepaid expenses, and other assets
13,693
5,868
Total assets
365,153
$
322,343
$
Liabilities & Equity
Accounts payable, accrued expenses and other liabilities
30,760
$
21,209
$
Secured notes
8,671
8,497
Repurchase obligations
20,214
-
Securitized debt obligations
136,944
139,184
Interest rate swap liabilities
6,119
-
Total liabilities
202,708
168,890
Commitments and contingencies
-
-
Equity
Class A common stock, $0.01 par value
293
293
Additional paid-in capital
609,040
609,002
Accumulated deficit
(533,238)
(535,851)
Total Blackstone Mortgage Trust, Inc. stockholders' equity
76,095
73,444
Noncontrolling interests
86,350
80,009
Total equity
162,445
153,453
Total liabilities and equity
365,153
$
322,343
$
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Blackstone Mortgage Trust
10
Consolidated Statement of Operations
________________________________________________
(1)
Share and per share amounts have been retroactively updated to reflect the one-for-ten
reverse stock split described above.
(Dollars in Thousands, Except Share and per Share
Data)
2013
2012
Income from loans and other investments:
Interest and related income
1,456
$
14,716
$
Less: Interest and related expenses
777
23,342
Income (loss) from loans and other investments, net
679
(8,626)
Other expenses:
General and administrative
2,038
756
Total other expenses
2,038
756
Total
other-than-temporary impairments of securities
-
-
Portion of
other-than-temporary impairments of securities recognized in other comprehensive income
-
(160)
Net impairments recognized in
earnings
-
(160)
Recovery of provision for loan
losses
-
8
Valuation
allowance on loans held-for-sale
(200)
-
Fair value adjustment on
investment in CT Legacy Asset
-
3,954
Gain on deconsolidation of subsidiaries
-
146,380
Income from equity investments in unconsolidated subsidiaries
-
696
(Loss) income before income
taxes
(1,559)
141,496
Income tax provision
38
301
(Loss) income from continuing
operations
(1,597)
$
141,195
$
Loss from discontinued operations, net of tax
-
(573)
Net (loss) income
(1,597)
$
140,622
$
Net income attributable to noncontrolling interests
(1,518)
(74,069)
Net (loss) income attributable to Blackstone Mortgage Trust, Inc.
(3,115)
$
66,553
$
Per share information (Basic)
(Loss) income from continuing operations per share of common stock
(1.03)
$
29.39
$
Loss from discontinued operations per share of common stock
-
$
(0.25)
$
Net (loss) income per share of common stock
(1.03)
$
29.14
$
Weighted average shares of common stock outstanding
3,016,425
2,283,741
Per share information (Diluted)
(Loss) Income from continuing operations per share of common stock
(1.03)
$
27.64
$
Loss from discontinued operations per share of common stock
-
$
(0.25)
$
Net (loss) income per share of common stock
(1.03)
$
27.39
$
Weighted average shares of common stock outstanding
3,016,425
2,430,147
Three Months Ended Mar. 31,
(1)
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Blackstone Mortgage Trust
11
Forward-Looking Statements
This presentation may contain forward-looking statements within the meaning of Section 27A
of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which reflect Blackstone
Mortgage Trusts current views
with respect to, among other things, Blackstone Mortgage Trusts operations and
financial performance. You can identify these forward-looking statements by the use of
words such as outlook,
believes, expects,
potential, continues, may, will, should, seeks, approximately, predicts, intends,
plans, estimates, anticipates or the negative version of
these words or other comparable words. Such forward-
looking statements are subject
to various risks and uncertainties. Accordingly, there are or will be important factors that
could cause actual outcomes or results to differ materially from those indicated in these
statements. Blackstone
Mortgage Trust believes these factors include but are not
limited to those described under the section entitled Risk
Factors in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as such factors may be
updated from time to time in its periodic filings with the Securities and Exchange Commission,
which are accessible on
the SECs website at www.sec.gov. These factors should not
be construed as exhaustive and should be read in
conjunction with the other cautionary
statements that are included in this presentation and in the filings. Blackstone
undertakes no obligation to publicly update or review any forward-looking statement,
whether as a result of new
information, future developments or otherwise.
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