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 28, 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, 42nd Floor
New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (212) 655-0220
Not Applicable
(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 28, 2013, Blackstone Mortgage Trust, Inc., a Maryland corporation formerly known as Capital Trust, Inc. (the Company ), entered into the Second Amendment (the Amendment ) to the Companys Tax Preservation Rights Agreement, dated as of March 3, 2011 (as amended by the First Amendment to Rights Agreement dated as of September 27, 2012, the Rights Agreement ), by and between the Company and American Stock Transfer and Trust Company, LLC, a New York limited liability company, as rights agent.
Effective as of May 28, 2013, the Amendment accelerates the Final Expiration Date (as defined in the Rights Agreement) of the Companys Series A Junior Participating Preferred Stock Purchase Rights (the Rights ) from the close of business on March 14, 2014 to the close of business on May 28, 2013. Accordingly, as of the close of business on May 28, 2013, the Rights expired and the Rights Agreement effectively terminated as of such time.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
Item 3.03 | Material Modification to Rights of Security Holders. |
As a result of the Amendment described in Item 1.01 above, the Rights expired as of the close of business on May 28, 2013.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 29, 2013, following the expiration of the Rights as described in Item 1.01 above, the Company filed an articles supplementary to the Companys charter (the Articles Supplementary ) with the State Department of Assessments and Taxation of Maryland that reclassified and designated all 50,000 authorized but unissued shares of the Companys Series A Junior Participating Preferred Stock, $0.01 par value per share, as shares of preferred stock, $0.01 par value per share of the Company. After giving effect to such reclassification and designation of preferred stock, the Company has authority to issue 100,000,000 shares of preferred stock.
The foregoing description of the Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the Articles Supplementary, 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. |
On May 28, 2013, the Company issued a press release announcing the expiration of the Rights and effective termination of the Rights Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits . |
(d) | Exhibits |
Exhibit No. |
Description |
|
3.1 | Articles Supplementary dated May 29, 2013. | |
4.1 | Second Amendment to Rights Agreement, dated as of May 28, 2013, between Blackstone Mortgage Trust, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent | |
99.1 | Press Release of Blackstone Mortgage Trust, Inc. dated May 28, 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.
BLACKSTONE MORTGAGE TRUST, INC. | ||||||||
Date: May 29, 2013 | By: | /s/ Geoffrey G. Jervis | ||||||
Name: | Geoffrey G. Jervis | |||||||
Title: | Chief Financial Officer |
Exhibit 3.1
BLACKSTONE MORTGAGE TRUST, INC.
ARTICLES SUPPLEMENTARY
Blackstone Mortgage Trust, Inc., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation that:
FIRST: Under a power contained in Article VI of the charter of the Corporation (the Charter), the Board of Directors, by duly adopted resolutions, reclassified and designated all 50,000 authorized but unissued shares of the Corporations Series A Junior Participating Preferred Stock, $0.01 par value per share, as shares of Preferred Stock, $0.01 par value per share (the Preferred Stock), of the Corporation, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter.
SECOND: The foregoing shares of Preferred Stock have been reclassified and designated by the Board of Directors under the authority contained in the Charter. After giving effect to such reclassification and designation of Preferred Stock as set forth herein, the Corporation has authority to issue 100,000,000 shares of Preferred Stock.
THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary 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 of perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by the undersigned Chief Executive Officer of the Corporation and attested by its Secretary this 29th day of May, 2013.
ATTEST: | BLACKSTONE MORTGAGE TRUST, INC. | |||||||||
/s/ Randall S. Rothschild | By: | /s/ Stephen D. Plavin | ||||||||
Name: | Randall S. Rothschild | Name: | Stephen D. Plavin | |||||||
Title: | Secretary | Title: | Chief Executive Officer |
Exhibit 4.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement, dated as of May 28, 2013 (this Amendment ), is entered into by and between Blackstone Mortgage Trust, Inc. (formerly known as Capital Trust, Inc.), a Maryland corporation (the Company ) and American Stock Transfer and Trust Company, LLC, a New York limited liability company, as rights agent (the Rights Agent ). This Amendment is an amendment to the Tax Preservation Rights Agreement, dated as of March 3, 2011 (as amended by the First Amendment to Rights Agreement, the Rights Agreement ) by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
RECITALS
WHEREAS, the Company expects to experience an ownership change within the meaning of Section 382 of the Code upon consummation of the Companys proposed public offering of shares of Common Stock registered under the Companys Registration Statement on Form S-11 (File No. 333-187541) (the Offering );
WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interests of the Company and its stockholders to enter into the Amendment prior to the closing of the Offering in order to shorten the time period prior to the Final Expiration Date to a time and date prior to the closing of the Offering; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, except as provided in the last sentence of Section 27 of the Rights Agreement, at any time prior to the time any Person, together with its Affiliates and Associates, shall become an Acquiring Person, the Company may direct, and the Rights Agent shall, supplement or amend any provision of the Rights Agreement (including to shorten or lengthen any time period under the Rights Agreement) as the Board of Directors may deem desirable.
NOW THEREFORE, in consideration of the premises and mutual agreements set forth herein, the Company and the Rights Agent agree as follows:
Amendment to Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:
(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earliest of (i) the Close of Business on May 28, 2013 (the Final Expiration Date ), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the Redemption Date ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the Exchange Date ), (iv) the repeal of Section 382 of the Code or any successor statute if the Board determines that this Plan is no longer necessary for the preservation of Tax Benefits, (v) the beginning of a taxable year of the Company with respect to which the Board determines that no Tax Benefits may be carried forward, or (vi) such time as the Board determines that a limitation on the use of the Tax Benefits under Section 382 of the Code would no longer be material to the Company (the earliest of (i), through (vi) being herein referred to as the Expiration Date ). The Board shall at least annually consider whether to make the determination provided by Section 7(a)(vi) in light of all relevant factors, including, in particular, the amount and anticipated utilization of the Companys Tax Benefits and the Companys market capitalization. The Company shall promptly notify the Rights Agent in writing upon the occurrence of any Expiration Date (other than the Final Expiration Date as to which the Rights Agent shall be deemed to have been given notice) and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes, prior to the Close of Business on May 28, 2013, that the Expiration Date has not occurred. Except as set forth in Section 7(e) hereof and notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Company is entitled to all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock of the Company.
Waiver of Notice(s). The Rights Agent and the Company hereby waive any notice requirement(s) under the Rights Agreement pertaining to the matters covered by this Amendment.
Miscellaneous
Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, then such term, provision, covenant or restriction shall be enforced to the maximum extent permissible, and the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of Maryland without regard to the principles of conflicts of laws; provided , however , that all provisions regarding the rights, obligations, duties and immunities of the Rights Agent shall be governed by and construed in accordance with, the laws of the State of New York. The courts of the State of Maryland and of the United States of America located in the State of Maryland (the Maryland Courts ) shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, and any Person commencing or otherwise involved in any such litigation shall waive any objection to the laying of venue of such litigation in the Maryland Courts and shall not plead or claim in any
Maryland Court that such litigation brought therein has been brought in an inconvenient forum. Notwithstanding the foregoing, the Company and the Rights Agent may mutually agree to a jurisdiction other than Maryland for any litigation directly between the Company and the Rights Agent arising out of or relating to this Amendment.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Descriptive Headings. Descriptive headings of the sections of this Amendment and the Rights Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof or thereof.
Entire Agreement. This Amendment and the Rights Agreement, and all of the provisions hereof and thereof, shall be binding upon and inure to the benefit of the Company and the Rights Agent and their respective successors and permitted assigns and executors, administrators and heirs. This Amendment, together with the Rights Agreement, sets forth the entire agreement and understanding between the parties hereto as to the subject matter hereof and thereof and merges with and supersedes all prior discussions and understandings of any and every nature among them. Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or comply with, or determine if any person has complied with, the Purchase Agreement even though reference thereto may be made in this Amendment and the Rights Agreement.
Further Assurances. The Company and the Rights Agent shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the transactions and purposes of this Amendment, the Rights Agreement, and the transactions contemplated hereunder and/or thereunder.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as an instrument under seal and attested, all as of the day and year first above written.
ATTEST: | BLACKSTONE MORTGAGE TRUST, INC. | |||||||
By: | /s/ Geoffrey G. Jervis | By: | /s/ Stephen D. Plavin | |||||
Name: | Geoffrey G. Jervis | Name: | Stephen D. Plavin | |||||
Title: | Chief Financial Officer | Title: | Chief Executive Officer |
[Signature Page to Second Amendment to Rights Agreement]
ATTEST: | AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Rights Agent | |||||||
By: | /s/ Carlos Pinto | By: | /s/ Paula Caroppoli | |||||
Name: | Carlos Pinto | Name: | Paula Caroppoli | |||||
Title: | Senior Vice President | Title: | Senior Vice President |
[Signature Page to Second Amendment to Rights Agreement]
Exhibit 99.1
BLACKSTONE MORTGAGE TRUST, INC. ANNOUNCES
TERMINATION OF TAX PRESERVATION RIGHTS AGREEMENT
New York, NY May 28, 2013 Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the Company) today announced that it entered into the Second Amendment (the Amendment) to the Companys Tax Preservation Rights Agreement, dated as of March 3, 2011 (as amended by the First Amendment to Rights Agreement, the Rights Agreement), by and between the Company and American Stock Transfer and Trust Company, LLC, as rights agent, to shorten the time period prior to the final expiration date of the Companys preferred stock purchase rights (the Rights) from the close of business on March 14, 2014 to the close of business on May 28, 2013. Accordingly, as of the close of business on May 28, 2013, the Rights expired and the Rights Agreement effectively terminated as of such time.
About Blackstone Mortgage Trust
Blackstone Mortgage Trust, Inc. (NYSE: BXMT) is a real estate finance company that primarily originates and purchases senior mortgage loans collateralized by properties in the United States and Europe. The Company is externally managed by BXMT Advisors L.L.C., a subsidiary of The Blackstone Group L.P. (Blackstone), and is a real estate investment trust traded on the NYSE under the symbol BXMT. Blackstone Mortgage Trust, Inc. 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.
Forward-looking Statements
This press release contains certain 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, including statements relating to future financial results and business prospects. The forward-looking statements contained in this press release are subject to certain risks and uncertainties including, but not limited to, the risks indicated from time to time in Blackstone Mortgage Trust, Inc.s Form 10-K for the fiscal year ended December 31, 2012 and Form 10-Q for the fiscal quarter ended March 31, 2013. Blackstone Mortgage Trust, Inc. assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events or circumstances.
MEDIA CONTACTS: for Blackstone Mortgage Trust, Inc.
Douglas Armer, +1 (212) 655-0220
Douglas.Armer@Blackstone.com