UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-14788
Blackstone Mortgage Trust, Inc.
(Exact name of Registrant as specified in its charter)
Maryland | 94-6181186 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
345 Park Avenue, 42nd Floor
New York, New York 10154
(Address of principal executive offices)(Zip Code)
(212) 655-0220
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
¨ |
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Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of the Registrants outstanding shares of class A common stock, par value $0.01 per share, as of October 20, 2015 was 93,213,042.
PART I. | ||||||
ITEM 1. | 2 | |||||
Consolidated Financial Statements (Unaudited): |
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Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 |
2 | |||||
3 | ||||||
4 | ||||||
Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2015 and 2014 |
5 | |||||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 |
6 | |||||
7 | ||||||
ITEM 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
33 | ||||
ITEM 3. | 52 | |||||
ITEM 4. | 53 | |||||
PART II. | ||||||
ITEM 1. | 55 | |||||
ITEM 1A. | 55 | |||||
ITEM 2. | 55 | |||||
ITEM 3. | 55 | |||||
ITEM 4. | 55 | |||||
ITEM 5. | 55 | |||||
ITEM 6. | 56 | |||||
SIGNATURES | 57 |
Blackstone Mortgage Trust, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Assets |
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Cash and cash equivalents |
$ | 138,600 | $ | 51,810 | ||||
Restricted cash |
9,063 | 11,591 | ||||||
Loans receivable, net |
9,377,591 | 4,428,500 | ||||||
Equity investments in unconsolidated subsidiaries |
7,496 | 10,604 | ||||||
Accrued interest receivable, prepaid expenses, and other assets |
319,118 | 86,016 | ||||||
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Total Assets |
$ | 9,851,868 | $ | 4,588,521 | ||||
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Liabilities and Equity |
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Accounts payable, accrued expenses, and other liabilities |
$ | 95,153 | $ | 61,013 | ||||
Secured debt agreements |
6,585,654 | 2,365,336 | ||||||
Loan participations sold |
507,200 | 499,433 | ||||||
Convertible notes, net |
163,699 | 161,853 | ||||||
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Total Liabilities |
7,351,706 | 3,087,635 | ||||||
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Equity |
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Class A common stock, $0.01 par value, 200,000,000 shares authorized, 93,212,863 and 58,269,889 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively |
932 | 583 | ||||||
Additional paid-in capital |
3,066,662 | 2,027,404 | ||||||
Accumulated other comprehensive loss |
(27,588 | ) | (15,024 | ) | ||||
Accumulated deficit |
(552,881 | ) | (547,592 | ) | ||||
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Total Blackstone Mortgage Trust, Inc. stockholders equity |
2,487,125 | 1,465,371 | ||||||
Non-controlling interests |
13,037 | 35,515 | ||||||
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Total Equity |
2,500,162 | 1,500,886 | ||||||
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Total Liabilities and Equity |
$ | 9,851,868 | $ | 4,588,521 | ||||
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See accompanying notes to consolidated financial statements.
2
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Income from loans and other investments |
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Interest and related income |
$ | 138,361 | $ | 50,386 | $ | 282,249 | $ | 126,507 | ||||||||
Less: Interest and related expenses |
51,329 | 19,903 | 106,125 | 47,697 | ||||||||||||
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Income from loans and other investments, net |
87,032 | 30,483 | 176,124 | 78,810 | ||||||||||||
Other expenses |
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Management and incentive fees |
13,813 | 5,412 | 28,535 | 13,219 | ||||||||||||
General and administrative expenses |
5,295 | 3,368 | 28,655 | 21,920 | ||||||||||||
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Total other expenses |
19,108 | 8,780 | 57,190 | 35,139 | ||||||||||||
Unrealized (loss) gain on investments at fair value |
(82 | ) | 1,780 | 22,108 | 7,604 | |||||||||||
Income from equity investments in unconsolidated subsidiaries |
17 | | 5,677 | 24,294 | ||||||||||||
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Income before income taxes |
67,859 | 23,483 | 146,719 | 75,569 | ||||||||||||
Income tax provision (benefit) |
81 | (118 | ) | 431 | 412 | |||||||||||
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Net income |
67,778 | 23,601 | 146,288 | 75,157 | ||||||||||||
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Net income attributable to non-controlling interests |
(890 | ) | (1,577 | ) | (14,724 | ) | (6,602 | ) | ||||||||
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Net income attributable to Blackstone Mortgage Trust, Inc. |
$ | 66,888 | $ | 22,024 | $ | 131,564 | $ | 68,555 | ||||||||
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Net income per share of common stock basic and diluted |
$ | 0.72 | $ | 0.45 | $ | 1.69 | $ | 1.52 | ||||||||
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Weighted-average shares of common stock outstanding, basic and diluted |
93,357,960 | 49,211,205 | 77,752,247 | 45,093,314 | ||||||||||||
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Dividends declared per share of common stock |
$ | 0.62 | $ | 0.50 | $ | 1.66 | $ | 1.46 | ||||||||
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See accompanying notes to consolidated financial statements.
3
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income |
$ | 67,778 | $ | 23,601 | $ | 146,288 | $ | 75,157 | ||||||||
Other comprehensive income: |
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Unrealized loss on foreign currency remeasurement |
(23,148 | ) | (8,932 | ) | (27,484 | ) | (7,003 | ) | ||||||||
Unrealized gain on derivative financial instruments |
14,891 | | 14,920 | | ||||||||||||
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Comprehensive income |
59,521 | 14,669 | 133,724 | 68,154 | ||||||||||||
Comprehensive income attributable to non-controlling interests |
(890 | ) | (1,577 | ) | (14,724 | ) | (6,602 | ) | ||||||||
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Comprehensive income attributable to Blackstone Mortgage Trust, Inc. |
$ | 58,631 | $ | 13,092 | $ | 119,000 | $ | 61,552 | ||||||||
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See accompanying notes to consolidated financial statements.
4
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Changes in Equity (Unaudited)
(in thousands)
Blackstone Mortgage Trust, Inc. | ||||||||||||||||||||||||||||
Class A | Additional | Accumulated Other | ||||||||||||||||||||||||||
Common | Paid-In | Comprehensive | Accumulated | Stockholders | Non-controlling | Total | ||||||||||||||||||||||
Stock | Capital | Income (Loss) | Deficit | Equity | Interests | Equity | ||||||||||||||||||||||
Balance at December 31, 2013 |
$ | 295 | $ | 1,252,986 | $ | 798 | $ | (536,170 | ) | $ | 717,909 | $ | 38,841 | $ | 756,750 | |||||||||||||
Shares of class A common stock issued, net |
284 | 763,123 | | | 763,407 | | 763,407 | |||||||||||||||||||||
Restricted class A common stock earned |
(2 | ) | 5,554 | | | 5,552 | | 5,552 | ||||||||||||||||||||
Dividends reinvested |
| 149 | | (149 | ) | | | | ||||||||||||||||||||
Deferred directors compensation |
| 281 | | | 281 | | 281 | |||||||||||||||||||||
Other comprehensive loss |
| | (7,003 | ) | | (7,003 | ) | | (7,003 | ) | ||||||||||||||||||
Net income |
| | | 68,555 | 68,555 | 6,602 | 75,157 | |||||||||||||||||||||
Dividends declared on common stock |
| | | (70,962 | ) | (70,962 | ) | | (70,962 | ) | ||||||||||||||||||
Distributions to non-controlling interests |
| | | | | (13,323 | ) | (13,323 | ) | |||||||||||||||||||
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Balance at September 30, 2014 |
$ | 577 | $ | 2,022,093 | $ | (6,205 | ) | $ | (538,726 | ) | $ | 1,477,739 | $ | 32,120 | $ | 1,509,859 | ||||||||||||
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Balance at December 31, 2014 |
$ | 583 | $ | 2,027,404 | $ | (15,024 | ) | $ | (547,592 | ) | $ | 1,465,371 | $ | 35,515 | $ | 1,500,886 | ||||||||||||
Shares of class A common stock issued, net |
349 | 1,029,186 | | | 1,029,535 | | 1,029,535 | |||||||||||||||||||||
Restricted class A common stock earned |
| 9,599 | | | 9,599 | | 9,599 | |||||||||||||||||||||
Dividends reinvested |
| 192 | | (179 | ) | 13 | | 13 | ||||||||||||||||||||
Deferred directors compensation |
| 281 | | | 281 | | 281 | |||||||||||||||||||||
Other comprehensive loss |
| | (12,564 | ) | | (12,564 | ) | | (12,564 | ) | ||||||||||||||||||
Net income |
| | | 131,564 | 131,564 | 14,724 | 146,288 | |||||||||||||||||||||
Dividends declared on common stock |
| | | (136,674 | ) | (136,674 | ) | | (136,674 | ) | ||||||||||||||||||
Distributions to non-controlling interests |
| | | | | (37,202 | ) | (37,202 | ) | |||||||||||||||||||
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Balance at September 30, 2015 |
$ | 932 | $ | 3,066,662 | $ | (27,588 | ) | $ | (552,881 | ) | $ | 2,487,125 | $ | 13,037 | $ | 2,500,162 | ||||||||||||
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See accompanying notes to consolidated financial statements.
5
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended
September 30, |
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2015 | 2014 | |||||||
Cash flows from operating activities |
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Net income |
$ | 146,288 | $ | 75,157 | ||||
Adjustments to reconcile net income to net cash provided by operating activities |
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Unrealized gain on investments at fair value |
(22,108 | ) | (7,604 | ) | ||||
Income from equity investments in unconsolidated subsidiaries |
(5,677 | ) | (24,294 | ) | ||||
Non-cash compensation expense |
14,470 | 6,824 | ||||||
Distributions of income from unconsolidated subsidiaries |
5,007 | 14,125 | ||||||
Amortization of deferred interest on loans |
(25,489 | ) | (12,763 | ) | ||||
Amortization of deferred financing costs and premiums/discount on debt obligations |
14,684 | 6,842 | ||||||
Changes in assets and liabilities, net |
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Accrued interest receivable, prepaid expenses, and other assets |
(28,679 | ) | (8,184 | ) | ||||
Accounts payable, accrued expenses, and other liabilities |
6,114 | 7,357 | ||||||
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Net cash provided by operating activities |
104,610 | 57,460 | ||||||
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Cash flows from investing activities |
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Originations and fundings of loans receivable |
(6,807,347 | ) | (2,297,545 | ) | ||||
Principal collections and proceeds from the sale of loans receivable and other assets |
1,584,189 | 403,189 | ||||||
Origination and exit fees received on loans receivable |
26,799 | 28,015 | ||||||
Decrease (increase) in restricted cash |
2,528 | (759 | ) | |||||
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Net cash used in investing activities |
(5,193,831 | ) | (1,867,100 | ) | ||||
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Cash flows from financing activities |
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Borrowings under secured debt agreements |
6,560,426 | 2,511,285 | ||||||
Repayments under secured debt agreements |
(2,279,837 | ) | (1,718,996 | ) | ||||
Repayment of other liabilities |
| (20,794 | ) | |||||
Proceeds from sales of loan participations |
256,000 | 368,850 | ||||||
Repayment of loan participations |
(238,164 | ) | | |||||
Payment of deferred financing costs |
(19,932 | ) | (12,780 | ) | ||||
Receipts under derivative financial instruments |
11,911 | | ||||||
Distributions to non-controlling interests |
(37,202 | ) | (13,323 | ) | ||||
Net proceeds from issuance of class A common stock |
1,029,535 | 763,407 | ||||||
Dividends paid on class A common stock |
(109,178 | ) | (55,399 | ) | ||||
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Net cash provided by financing activities |
5,173,559 | 1,822,250 | ||||||
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Net increase in cash and cash equivalents |
84,338 | 12,610 | ||||||
Cash and cash equivalents at beginning of period |
51,810 | 52,342 | ||||||
Effects of currency translation on cash and cash equivalents |
2,452 | (1,609 | ) | |||||
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Cash and cash equivalents at end of period |
$ | 138,600 | $ | 63,343 | ||||
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Supplemental disclosure of cash flows information |
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Payments of interest |
$ | (85,494 | ) | $ | (35,977 | ) | ||
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Payments of income taxes |
$ | (125 | ) | $ | (1,398 | ) | ||
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Supplemental disclosure of non-cash investing and financing activities |
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Dividends declared, not paid |
$ | (57,800 | ) | $ | (28,892 | ) | ||
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Participations sold, net |
$ | 17,836 | $ | 368,850 | ||||
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See accompanying notes to consolidated financial statements.
6
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. ORGANIZATION
References herein to Blackstone Mortgage Trust, Company, we, us or our refer to Blackstone Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.
Blackstone Mortgage Trust is a real estate finance company that originates and purchases senior loans collateralized by properties in North America and Europe. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of The Blackstone Group L.P., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol BXMT. We are headquartered in New York City.
We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act. We are organized as a holding company and conduct our business primarily through our various subsidiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments, consisting of only normal recurring items, so that the consolidated financial statements are presented fairly and that estimates made in preparing its consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission.
Basis of Presentation
The accompanying consolidated financial statements include, on a consolidated basis, our accounts, the accounts of our wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain of the assets and credit of our consolidated subsidiaries are not available to satisfy the debt or other obligations of us, our affiliates, or other entities.
One of our subsidiaries, CT Legacy Partners, LLC, or CT Legacy Partners, accounts for its operations in accordance with industry-specific GAAP accounting guidance for investment companies, pursuant to which it reports its investments at fair value. We have retained this accounting treatment in consolidation and, accordingly, report the loans and other investments of CT Legacy Partners at fair value on our consolidated balance sheets.
Certain reclassifications have been made in the presentation of the prior period consolidated balance sheet and statement of cash flows to conform to the current period presentation.
Principles of Consolidation
We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate all VIEs of which we are considered the primarily beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIEs economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.
As of December 31, 2014, we no longer had any assets or liabilities on our consolidated balance sheet attributable to any consolidated VIEs.
7
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates.
Revenue Recognition
Interest income from our loans receivable is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these investments is deferred until the loan is advanced and is then recorded over the term of the loan as an adjustment to yield. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of our Manager, recovery of income and principal becomes doubtful. Income is then recorded on the basis of cash received until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses are similarly deferred, however expenses related to loans acquired are included in general and administrative expenses as incurred.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not expect, any losses on our cash or cash equivalents.
Restricted Cash
We classify the cash balances held by CT Legacy Partners as restricted because, while these cash balances are available for use by CT Legacy Partners for its operations, they cannot be used by us until our allocable share is distributed from CT Legacy Partners and cannot be commingled with any of our unrestricted cash balances.
Loans Receivable and Provision for Loan Losses
We originate and purchase commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost. We are required to periodically evaluate each of these loans for possible impairment. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. If a loan is determined to be impaired, we write down the loan through a charge to the provision for loan losses. Impairment of these loans, which are collateral dependent, is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed necessary by our Manager. Actual losses, if any, could ultimately differ from these estimates.
Our Manager performs a quarterly review of our portfolio of loans. In conjunction with this review, our Manager assesses the risk factors of each loan, and assigns a risk rating based on a variety of factors, including, without limitation, loan-to-value ratio, or LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point scale, our loans are rated 1 through 5, from less risk to greater risk, which ratings are defined as follows:
1 - | Very Low Risk | |||
2 - | Low Risk | |||
3 - | Medium Risk | |||
4 - |
High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss. |
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5 - |
Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss. |
8
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
During the second quarter of 2015, we acquired a portfolio of loans from General Electric Capital Corporation and certain of its affiliates for a total purchase price of $4.7 billion. We allocated the aggregate purchase price between each loan based on its fair value relative to the overall portfolio, which allocation resulted in purchase discounts or premiums determined on an asset-by-asset basis. Each loan will accrete from its allocated purchase price to its expected collection value over the life of the loan, consistent with the other loans in our portfolio.
Equity Investments in Unconsolidated Subsidiaries
Our carried interest in CT Opportunity Partners I, LP, or CTOPI, is accounted for using the equity method. CTOPIs assets and liabilities are not consolidated into our financial statements due to our determination that (i) it is not a VIE and (ii) the other investors in CTOPI have sufficient rights to preclude consolidation by us. As such, we report our allocable percentage of the net assets of CTOPI on our consolidated balance sheets. The recognition of income from CTOPI is generally deferred until cash is collected or appropriate contingencies have been eliminated.
Derivative Financial Instruments
We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets at fair value.
On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or freestanding derivative. For all derivatives other than those designated as freestanding derivatives, we formally document our hedge relationships and designation at inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.
On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. Changes in the fair value of the effective portion of our hedges are reflected in accumulated other comprehensive income (loss) on our consolidated financial statements. Changes in the fair value of the ineffective portion of our hedges are included in net income (loss). Amounts are reclassified out of accumulated other comprehensive income (loss) and into net income (loss) when the hedged item is either sold or substantially liquidated. To the extent a derivative does not qualify for hedge accounting and is deemed a freestanding derivative, the changes in its value are included in net income (loss).
Repurchase Agreements
We record investments financed with repurchase agreements as separate assets and the related borrowings under any repurchase agreements are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the repurchase agreements are reported separately on our consolidated statements of operations.
Loan Participations Sold
Loan participations sold represent senior interests in certain loans that we sold, however, we present such loan participations sold as liabilities because these arrangements do not qualify as sales under GAAP. These participations are non-recourse and remain on our consolidated balance sheet until the loan is repaid. The gross presentation of loan participations sold does not impact stockholders equity or net income.
9
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Convertible Notes
The Debt with Conversion and Other Options Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, to be separately accounted for in a manner that reflects the issuers nonconvertible debt borrowing rate. The initial proceeds from the sale of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. We measured the estimated fair value of the debt component of our convertible notes as of the issuance date based on our nonconvertible debt borrowing rate. The equity component of the convertible notes is reflected within additional paid-in capital on our consolidated balance sheet, and the resulting debt discount is amortized over the period during which the convertible notes are expected to be outstanding (through the maturity date) as additional non-cash interest expense. The additional non-cash interest expense attributable to the convertible notes will increase in subsequent periods through the maturity date as the notes accrete to their par value over the same period.
Deferred Financing Costs
The deferred financing costs that are included in accrued interest receivable, prepaid expenses, and other assets on our consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as interest expense using the effective interest method over the life of the related obligations.
Fair Value of Financial Instruments
The Fair Value Measurements and Disclosures Topic, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.
ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination, as follows:
|
Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date. |
|
Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other observable inputs, such as interest rates, yield curves, credit risks, and default rates. |
|
Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management of third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. |
The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of senior management of our Manager, including our Chief Executive Officer, Chief Financial Officer, and other senior officers.
Certain of our other assets are reported at fair value either (i) on a recurring basis, as of each quarter-end, or (ii) on a nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further in Note 13. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-party dealers. For collateral-dependent loans that are identified as impaired, we measure
10
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
impairment by comparing our Managers estimation of fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations may require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed necessary by our Manager.
We are also required by GAAP to disclose fair value information about financial instruments, that are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which it is practicable to estimate that value:
|
Cash and cash equivalents: The carrying amount of cash on deposit and in money market funds approximates fair value. |
|
Restricted cash: The carrying amount of restricted cash approximates fair value. |
|
Loans receivable, net: The fair values for these loans were estimated by our Manager taking into consideration factors, including capitalization rates, leasing, occupancy rates, availability and cost of financing, exit plan, sponsorship, actions of other lenders, and indications of market value from other market participants. |
|
Derivative financial instruments: The fair value of our foreign currency contracts and interest rates caps was valued using advice from a third party derivative specialist, based on contractual cash flows and observable inputs comprising foreign currency rates and credit spreads. |
|
Repurchase obligations: The fair values for these instruments were estimated based on the rate at which a similar credit facility would have currently priced. |
|
Convertible notes, net: The convertible notes are actively traded and their fair values were obtained using quoted market prices for these instruments. |
|
Loan participations sold: The fair value of these instruments were estimated based on the value of the related loan receivable asset. |
Income Taxes
Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income. We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and penalties. Refer to Note 11 for additional information.
Stock-Based Compensation
Our stock-based compensation consists of awards issued to our Manager and certain of its employees that vest over the life of the awards as well as deferred stock units issued to certain members of our Board of Directors. Stock-based compensation expense is recognized for these awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A common stock. Refer to Note 12 for additional information.
Earnings per Share
Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by the weighted-average number of shares of class A common stock, including restricted class A common stock and deferred stock units outstanding during the period. Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.
11
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Diluted earnings per share, or Diluted EPS, is determined using the treasury stock method, and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by the weighted-average number of shares of class A common stock, including restricted class A common stock and deferred stock units. Refer to Note 9 for additional discussion of earnings per share.
Foreign Currency
In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated subsidiaries are recorded in other comprehensive income.
Underwriting Commissions and Offering Costs
Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.
Segment Reporting
We previously operated our business through two segments, the Loan Origination segment and the CT Legacy Portfolio segment. In the first quarter of 2015, as a result of asset resolutions in our CT Legacy Portfolio, our Manager determined that the CT Legacy Portfolio segment was no longer a distinct and separately managed business. Accordingly, we no longer present segment reporting.
Recent Accounting Pronouncements
In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 simplifies the presentation of debt issuance costs by amending the accounting guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. The amendments presented in ASU 2015-03 are consistent with the accounting guidance related to debt discounts. ASU 2015-03 is effective for the first interim or annual period beginning after December 15, 2015. Early adoption is permitted, and we are currently assessing the impact of ASU 2015-03 on our consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, or ASU 2015-02. ASU 2015-02 amends the guidance related to accounting for the consolidation of certain legal entities. The modifications made in ASU 2015-02 impact limited partnerships and similar legal entities, the evaluation of (i) fees paid to a decision maker or a service provider as a variable interest, (ii) fee arrangements, and (iii) related parties on the primary beneficiary determination. ASU 2015-02 is effective for the first interim or annual period beginning after December 15, 2015. We have elected early adoption of ASU 2015-02 and determined there to be no material impact on our consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 2015-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, or ASU 2014-15. ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entitys ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. We do not anticipate that the adoption of ASU 2014-15 will have a material impact on our consolidated financial statements.
12
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, or ASU 2014-11. ASU 2014-11 amends the accounting guidance for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings, and requires additional disclosure about certain transactions by the transferor. ASU 2014-11 is effective for certain transactions that qualify for sales treatment for the first interim or annual period beginning after December 15, 2014. The new disclosure requirements for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that qualify for secured borrowing treatment is effective for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. We have historically recorded our repurchase arrangements as secured borrowings and, accordingly, the adoption of ASU 2014-11 did not have a material impact on our consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09. ASU 2014-09 broadly amends the accounting guidance for revenue recognition. ASU 2014-09 is effective for the first interim or annual period beginning after December 15, 2017, and is to be applied retrospectively. We do not anticipate that the adoption of ASU 2014-09 will have a material impact on our consolidated financial statements.
3. LOANS RECEIVABLE
During the second quarter of 2015, we completed the acquisition of a $4.9 billion portfolio of commercial mortgage loans secured by properties located in North America and Europe from General Electric Capital Corporation, or GE, and certain of its affiliates and joint venture partnerships. During the three months ended September 30, 2015, we originated and acquired $351.4 million of loans and funded $85.4 million under existing loans.
The following table details overall statistics for our loans receivable portfolio as of September 30, 2015 ($ in thousands):
Floating Rate | Fixed Rate | Total | ||||||||||
Number of loans |
96 | 36 | 132 | |||||||||
Principal balance |
$ | 7,339,875 | $ | 2,073,090 | $ | 9,412,965 | ||||||
Net book value |
$ | 7,303,478 | $ | 2,074,113 | $ | 9,377,591 | ||||||
Unfunded loan commitments (1) |
$ | 733,540 | $ | 4,720 | $ | 738,260 | ||||||
Weighted-average cash coupon (2) |
L+4.18 | % | 5.65 | % | 4.77 | % | ||||||
Weighted-average all-in yield (2) |
L+4.55 | % | 5.79 | % | 5.09 | % | ||||||
Weighted-average maximum maturity (years) (3) |
3.4 | 2.9 | 3.3 |
(1) |
Unfunded commitments will primarily be funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments will expire over the next four years. |
(2) |
As of September 30, 2015, our floating rate loans were indexed to various benchmark rates, with 84% of floating rate loans indexed to USD LIBOR. In addition, $1.1 billion of our floating rate loans earned interest based on floors that are above the applicable index, with an average floor of 0.64%, as of September 30, 2015. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. Coupon and all-in yield for the total portfolio assume applicable floating benchmark rate for weighted-average calculation. |
(3) |
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of September 30, 2015, 65% of our loans were subject to yield maintenance or other prepayment restrictions and 35% were open to repayment by the borrower without penalty. |
13
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The following table details overall statistics for our loans receivable portfolio as of December 31, 2014 ($ in thousands):
December 31, 2014 | ||||
Number of loans |
60 | |||
Principal balance |
$ | 4,462,897 | ||
Net book value |
$ | 4,428,500 | ||
Unfunded loan commitments (1) |
$ | 513,229 | ||
Weighted-average cash coupon (2) |
L+4.36 | % | ||
Weighted-average all-in yield (2) |
L+4.81 | % | ||
Weighted-average maximum maturity (years) (3) |
3.9 |
(1) |
Unfunded commitments will primarily be funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments will expire over the next four years. |
(2) |
As of December 31, 2014, all of our loans were floating rate loans and were indexed to various benchmark rates, with 79% of floating rate loans indexed to USD LIBOR. In addition, 14% of our floating rate loans earned interest based on floors that are above the applicable index, with an average floor of 0.31%, as of December 31, 2014. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. |
(3) |
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of December 31, 2014, 85% of our loans were subject to yield maintenance or other prepayment restrictions and 15% were open to repayment by the borrower without penalty. |
There were no fixed rate loans in our loans receivable portfolio as of December 31, 2014.
Activity relating to our loans receivable portfolio was as follows ($ in thousands):
Principal | Deferred Fees / | Net Book | ||||||||||
Balance | Other Items (1) | Value | ||||||||||
December 31, 2014 |
$ | 4,462,897 | $ | (34,397 | ) | $ | 4,428,500 | |||||
Loan originations, acquisitions, and fundings |
6,807,347 | | 6,807,347 | |||||||||
Loan repayments |
(1,758,821 | ) | | (1,758,821 | ) | |||||||
Unrealized (loss) gain on foreign currency translation |
(98,458 | ) | 333 | (98,125 | ) | |||||||
Deferred fees and other items (1) |
| (26,799 | ) | (26,799 | ) | |||||||
Amortization of fees and other items (1) |
| 25,489 | 25,489 | |||||||||
|
|
|
|
|
|
|||||||
September 30, 2015 |
$ | 9,412,965 | $ | (35,374 | ) | $ | 9,377,591 | |||||
|
|
|
|
|
|
(1) |
Other items primarily consist of purchase discounts or premiums, exit fees, and deferred origination expenses. |
14
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The tables below detail the types of loans in our loan portfolio, as well as the property type and geographic distribution of the properties securing these loans ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||
Net Book | Net Book | |||||||||||||||
Asset Type |
Value | Percentage | Value | Percentage | ||||||||||||
Senior loans (1) |
$ | 9,118,863 | 97 | % | $ | 4,340,586 | 98 | % | ||||||||
Subordinate loans (2) |
258,728 | 3 | 87,914 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 9,377,591 | 100 | % | $ | 4,428,500 | 100 | % | |||||||||
|
|
|
|
|
|
|
|
Property Type |
Net Book
Value |
Percentage |
Net Book
Value |
Percentage | ||||||||||||
Office |
$ | 3,894,843 | 41 | % | $ | 1,878,605 | 42 | % | ||||||||
Hotel |
1,943,233 | 21 | 1,267,486 | 29 | ||||||||||||
Manufactured housing |
1,407,890 | 15 | | | ||||||||||||
Retail |
762,293 | 8 | 270,812 | 6 | ||||||||||||
Multifamily |
581,689 | 6 | 426,094 | 10 | ||||||||||||
Condominium |
163,323 | 2 | 315,686 | 7 | ||||||||||||
Other |
624,320 | 7 | 269,817 | 6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 9,377,591 | 100 | % | $ | 4,428,500 | 100 | % | |||||||||
|
|
|
|
|
|
|
|
Geographic Location |
Net Book
Value |
Percentage |
Net Book
Value |
Percentage | ||||||||||||
United States |
||||||||||||||||
Northeast |
$ | 2,220,088 | 23 | % | $ | 1,383,258 | 31 | % | ||||||||
Southeast |
1,920,611 | 20 | 657,484 | 15 | ||||||||||||
Southwest |
1,211,043 | 13 | 405,741 | 9 | ||||||||||||
West |
1,105,932 | 12 | 628,275 | 14 | ||||||||||||
Midwest |
615,121 | 7 | 335,406 | 8 | ||||||||||||
Northwest |
384,855 | 4 | 138,796 | 3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal |
7,457,650 | 79 | 3,548,960 | 80 | ||||||||||||
International |
||||||||||||||||
United Kingdom |
970,099 | 10 | 622,692 | 14 | ||||||||||||
Canada |
577,181 | 6 | 137,024 | 3 | ||||||||||||
Germany |
243,082 | 3 | | | ||||||||||||
Spain |
68,398 | 1 | 86,289 | 2 | ||||||||||||
Netherlands |
61,181 | 1 | 33,535 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal |
1,919,941 | 21 | 879,540 | 20 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 9,377,591 | 100 | % | $ | 4,428,500 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
(1) |
Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu participations in senior mortgage loans. |
(2) |
Includes mezzanine loans and subordinate interests in mortgages. |
15
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Loan Risk Ratings
As further described in Note 2, our Manager evaluates our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, our Manager assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan, and sponsorship. Loans are rated 1 (less risk) through 5 (greater risk), which ratings are defined in Note 2.
The following table allocates the principal balance and net book value of our loans receivable based on our internal risk ratings ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||||||||||
Risk Rating |
Number of Loans | Principal Balance | Net Book Value | Number of Loans | Principal Balance | Net Book Value | ||||||||||||||||||
1 |
14 | $ | 1,080,812 | $ | 1,074,105 | 5 | $ | 209,961 | $ | 209,112 | ||||||||||||||
2 |
82 | 6,218,253 | 6,196,357 | 44 | 3,339,972 | 3,313,906 | ||||||||||||||||||
3 |
35 | 1,993,998 | 1,987,472 | 11 | 912,964 | 905,482 | ||||||||||||||||||
4 |
1 | 119,902 | 119,657 | | | | ||||||||||||||||||
5 |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
132 | $ | 9,412,965 | $ | 9,377,591 | 60 | $ | 4,462,897 | $ | 4,428,500 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
We did not have any loan impairments or nonaccrual loans as of September 30, 2015 or December 31, 2014. We had one loan with a net book value of $119.7 million which had a maturity default that was less than 90 days past due as of September 30, 2015. As of September 30, 2015, we expect to collect all amounts due under this loan. We did not have any loans in maturity default as of December 31, 2014.
4. EQUITY INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
As of September 30, 2015, our equity investments in unconsolidated subsidiaries consisted solely of our carried interest in CTOPI, a fund sponsored and managed by an affiliate of our Manager. Activity relating to our equity investments in unconsolidated subsidiaries was as follows ($ in thousands):
CTOPI
Carried Interest |
||||
Total as of December 31, 2014 |
$ | 10,604 | ||
Distributions |
(5,007 | ) | ||
Income allocation (1) |
1,899 | |||
|
|
|||
Total as of September 30, 2015 |
$ | 7,496 | ||
|
|
(1) |
In instances where we have not received cash or all appropriate contingencies have not been eliminated, we have deferred the recognition of promote revenue allocated to us from CTOPI in respect of our carried interest in CTOPI, and recorded an offsetting liability as a component of accounts payable, accrued expenses, and other liabilities on our consolidated balance sheets. |
Our carried interest in CTOPI entitles us to earn promote revenue in an amount equal to 17.7% of the funds profits, after a 9% preferred return and 100% return of capital to the CTOPI partners. As of September 30, 2015, we had been allocated $7.5 million of promote revenue from CTOPI based on a hypothetical liquidation of the fund at its net asset value. Accordingly, we have recognized this allocation as an equity investment in CTOPI on our consolidated balance sheets. Generally, we defer recognition of income from CTOPI until cash is received or earned, pending distribution, and appropriate contingencies have been eliminated. We recognized $17,000 and $5.7 million of promote income from CTOPI in respect of our carried interest and recorded such amounts as income in our consolidated statement of operations during the three and nine months ended September 30, 2015, respectively, compared to $24.3 million for both the three and nine months ended September 30, 2014. This carried interest was either received in cash, or was earned and available in cash at CTOPI pending future distribution as of September 30, 2015.
16
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
CTOPI Incentive Management Fee Grants
In January 2011, we created a management compensation pool for employees equal to 45% of the CTOPI promote distributions received by us. Approximately 68% of the pool is two-thirds vested as of September 30, 2015, with the remainder contingent on continued employment with an affiliate of our Manager and upon our receipt of promote distributions from CTOPI. The remaining 32% of the pool is fully vested as a result of an acceleration event. During the three and nine months ended September 30, 2015, we accrued $8,000 and $2.6 million under the CTOPI incentive plan compared to $11.2 million for both the three and nine months ended September 30, 2014, which amounts were recognized as a component of general and administrative expenses in our consolidated statement of operations.
5. SECURED DEBT AGREEMENTS
As of September 30, 2015, our secured financings included revolving repurchase facilities, the GE portfolio acquisition facility, and asset-specific repurchase agreements. The following table details our secured debt agreements ($ in thousands):
Secured Debt Agreements | ||||||||
Borrowings Outstanding | ||||||||
September 30, 2015 | December 31, 2014 | |||||||
Revolving repurchase facilities |
$ | 2,780,205 | $ | 2,040,783 | ||||
GE portfolio acquisition facility |
3,570,131 | | ||||||
Asset-specific repurchase agreements |
235,318 | 324,553 | ||||||
|
|
|
|
|||||
$ | 6,585,654 | $ | 2,365,336 | |||||
|
|
|
|
Revolving Repurchase Facilities
During the nine months ended September 30, 2015, we entered into one new revolving repurchase facility agreement and increased the maximum facility size of three of our revolving repurchase facilities, providing an additional $1.2 billion of credit capacity. The following table details our revolving repurchase facilities as of September 30, 2015 ($ in thousands):
Maximum | Collateral | Repurchase Borrowings | ||||||||||||||||||
Lender |
Facility Size (1) | Assets (2) | Potential | Outstanding | Available (3) | |||||||||||||||
Bank of America |
$ | 750,000 | $ | 833,772 | $ | 658,608 | $ | 618,944 | $ | 39,664 | ||||||||||
Wells Fargo |
1,000,000 | 908,925 | 704,733 | 567,299 | 137,434 | |||||||||||||||
JP Morgan (4) |
744,365 | 847,313 | 663,958 | 565,233 | 98,725 | |||||||||||||||
Citibank |
500,000 | 607,186 | 465,753 | 397,126 | 68,627 | |||||||||||||||
MetLife |
750,000 | 593,203 | 462,849 | 393,557 | 69,292 | |||||||||||||||
Morgan Stanley (5) |
378,775 | 240,413 | 185,634 | 182,554 | 3,080 | |||||||||||||||
Société Générale (6) |
449,960 | 69,365 | 55,492 | 55,492 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 4,573,100 | $ | 4,100,177 | $ | 3,197,027 | $ | 2,780,205 | $ | 416,822 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Maximum facility size represents the total amount of borrowings in each repurchase agreement, however these borrowings are only available to us once sufficient collateral assets have been pledged under each facility at the discretion of the lender. |
(2) |
Represents the principal balance of the collateral assets. |
(3) |
Potential borrowings represent the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each revolving credit facility. |
(4) |
The JP Morgan maximum facility size is composed of a $250.0 million facility, a £153.0 million ($231.9 million) facility, and $262.5 million related solely to a specific asset with a repurchase date of January 9, 2018. |
(5) |
The Morgan Stanley maximum facility size represents a £250.0 million ($378.8 million) facility. |
(6) |
The Société Générale maximum facility size represents a 400.0 million ($450.0 million) facility. |
17
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The weighted-average outstanding balance of our revolving repurchase facilities was $2.4 billion for the nine months ended September 30, 2015. As of September 30, 2015, we had aggregate borrowings of $2.8 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.83% per annum and a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.04% per annum. As of September 30, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.5 years. Borrowings under each facility are subject to the initial approval of eligible collateral loans by the lender and the maximum advance rate and pricing rate of individual advances are determined with reference to the attributes of the respective collateral loan.
The following table outlines the key terms of our revolving repurchase facilities:
Lender |
Rate (1)(2) | Guarantee (3) | Advance Rate (1) | Margin Call (4) | Term/Maturity | ||||||||||||||||||||
Bank of America |
L+1.69% | 50% | 79.5% | Collateral marks only | May 21, 2019 (5) | ||||||||||||||||||||
Wells Fargo |
L+1.80% | 25% | 79.3% | Collateral marks only | Term matched (6) | ||||||||||||||||||||
JP Morgan |
L+1.81% | 25% | 80.4% | Collateral marks only | Term matched (6)(7) | ||||||||||||||||||||
Citibank |
L+1.93% | 25% | 77.7% | Collateral marks only | Term matched (6) | ||||||||||||||||||||
MetLife |
L+1.79% | 50% | 78.1% | Collateral marks only | February 24, 2021 (8) | ||||||||||||||||||||
Morgan Stanley |
L+2.34% | 25% | 78.5% | Collateral marks only | March 3, 2017 | ||||||||||||||||||||
Société Générale |
L+1.60% | 25% | 80.0% | Collateral marks only | July 13, 2018 (9) |
(1) |
Represents a weighted-average based on borrowings outstanding and collateral assets pledged as of September 30, 2015. |
(2) |
Represents weighted-average cash coupon on borrowings outstanding as of September 30, 2015. As of September 30, 2015, our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. |
(3) |
Other than amounts guaranteed based on specific collateral asset types, borrowings under our revolving repurchase facilities are not recourse to us. |
(4) |
Margin call provisions under our revolving repurchase facilities do not permit valuation adjustments based on capital markets activity, and are limited to collateral-specific credit marks. |
(5) |
Includes two one-year extension options which may be exercised at our sole discretion. |
(6) |
These revolving repurchase facilities have various availability periods during which new advances can be made and which are generally subject to each lenders discretion. Maturity dates for advances outstanding are tied to the term of each respective collateral asset. |
(7) |
Borrowings denominated in British pound sterling under this facility mature on January 7, 2018. |
(8) |
Includes five one-year extension options which may be exercised at our sole discretion. |
(9) |
Includes a one-year extension option which, subject to certain provisions, may be exercised at our discretion. |
GE Portfolio Acquisition Facility
During the second quarter of 2015, concurrently with our acquisition of the GE loan portfolio, we entered into an agreement with Wells Fargo to provide us with secured financing for the acquired portfolio. As of September 30, 2015, this facility provided for $3.7 billion of financing, of which $3.6 billion was outstanding and an additional $158.5 million was available to finance future loan fundings. The GE portfolio acquisition facility is non-revolving and consists of a single master repurchase agreement providing for both (i) asset-specific borrowings for each collateral asset as well as (ii) a sequential pay advance feature.
Asset-Specific Borrowings
The asset-specific borrowings under the GE portfolio acquisition facility were advanced at a weighted average rate of 80% of our purchase price of the collateral assets and will be repaid pro rata from collateral asset repayment proceeds. The asset-specific borrowings are currency matched to the collateral assets and accrue interest at a rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five, respectively. As of September 30, 2015, those borrowings were denominated in U.S. Dollars, Canadian Dollars, British Pounds Sterling, and Euros. The asset-specific borrowings are term matched to the underlying collateral assets with an outside maturity date of May 20, 2020, which may be extended pursuant to two one-year extension options. We guarantee obligations under the GE portfolio acquisition facility in an amount equal to the greater of (i) 25% of outstanding asset-specific borrowings, and (ii) $250.0 million. As of September 30, 2015, we had outstanding asset-specific borrowings of $3.4 billion under the GE portfolio acquisition facility.
18
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Sequential Pay Advance
The GE portfolio acquisition facility also includes a sequential pay advance feature that provided for $237.2 million of borrowings, representing an additional 5% advance against each collateral asset pledged under the facility. Borrowings under the sequential pay advance accrue interest at a rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. The sequential pay advance is denominated in U.S. Dollars and will be repaid from collateral loan principal repayments, after repayment of the related asset-specific borrowing. The sequential pay advances each have a maturity date that is one year from the date of funding, and we guarantee 100% of outstanding borrowings of the sequential pay advance. As of September 30, 2015, we had outstanding sequential pay advance borrowings of $134.0 million under the GE portfolio acquisition facility.
Asset-Specific Repurchase Agreements
During the nine months ended September 30, 2015, we entered into one asset-specific repurchase agreement providing an additional $103.1 million of credit capacity. The following table details statistics for our asset-specific repurchase agreements ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||
Repurchase | Collateral | Repurchase | Collateral | |||||||||||||
Agreements | Assets | Agreements | Assets | |||||||||||||
Number of loans |
3 | 3 | 3 | 4 | ||||||||||||
Principal balance |
$ | 235,318 | $ | 308,786 | $ | 324,553 | $ | 429,197 | ||||||||
Weighted-average cash coupon (1) |
L+2.64 | % | L+5.01 | % | L+2.68 | % | L+5.07 | % | ||||||||
Weighted-average cost / all-in yield (1) |
L+3.06 | % | L+5.48 | % | L+3.16 | % | L+5.53 | % |
(1) |
Our floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, cost / all-in yield includes the amortization of deferred origination fees / financing costs. |
The weighted-average outstanding balance of our asset-specific repurchase agreements was $379.0 million and $257.9 million for the nine months ended September 30, 2015 and year ended December 31, 2014, respectively.
Debt Covenants
Each of the guarantees related to our secured debt agreements contain the following uniform financial covenants: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.40 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $1.9 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to September 30, 2015; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2015 and December 31, 2014, we were in compliance with these covenants.
6. LOAN PARTICIPATIONS SOLD
The financing of a loan by the non-recourse sale of a senior interest in the loan through a participation agreement generally does not qualify as a sale under GAAP. Therefore, in the instance of such sales, we present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid. The gross presentation of loan participations sold does not impact stockholders equity or net income.
19
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
During the nine months ended September 30, 2015, we sold one senior loan participation, providing an additional $256.0 million of credit capacity. The following table details statistics for our loan participations sold ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||
Participations | Underlying | Participations | Underlying | |||||||||||||
Sold (2) | Loans | Sold (2) | Loans | |||||||||||||
Number of loans |
3 | 3 | 4 | 4 | ||||||||||||
Principal balance |
$ | 507,200 | $ | 618,470 | $ | 499,433 | $ | 635,701 | ||||||||
Weighted-average cash coupon (1) |
L+2.38 | % | L+3.93 | % | L+2.51 | % | L+4.10 | % | ||||||||
Weighted-average all-in cost / yield (1) |
L+2.49 | % | L+4.15 | % | L+2.71 | % | L+4.71 | % |
(1) |
Our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, all-in cost / yield includes the amortization of deferred origination fees / financing costs. |
(2) |
During the three and nine months ended September 30, 2015, we recorded $5.2 million and $14.4 million, respectively, of interest expense related to our loan participations sold, compared to $4.2 million and $8.1 million for the same periods in 2014. |
7. CONVERTIBLE NOTES, NET
In November 2013, we issued $172.5 million of 5.25% convertible senior notes due on December 1, 2018, or Convertible Notes. The Convertible Notes issuance costs are amortized through interest expense over the life of the Convertible Notes using the effective interest method. Including this amortization, our all-in cost of the Convertible Notes is 5.87% per annum.
The Convertible Notes are convertible at the holders option into shares of our class A common stock, only under specific circumstances, prior to the close of business on August 31, 2018, at the applicable conversion rate in effect on the conversion date. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The Convertible Notes were not convertible as of September 30, 2015. The conversion rate was initially set to equal 34.8943 shares of class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of $28.66 per share of class A common stock, subject to adjustment upon the occurrence of certain events. We may not redeem the Convertible Notes prior to maturity. As of September 30, 2015, the conversion option value was zero based on the price of our class A common stock of $27.44. In addition, we had the intent and ability to settle the Convertible Notes in cash. As a result, the Convertible Notes did not have any impact on our diluted earnings per share.
We recorded a $13.2 million discount upon issuance of the Convertible Notes, including $4.1 million of initial issuance costs, based on the implied value of the conversion option and an assumed effective interest rate of 6.50%. Including the amortization of this discount and the issuance costs, our total cost of the Convertible Notes is 7.16% per annum. During the three and nine months ended September 30, 2015, we incurred total interest on our convertible notes of $2.9 million and $8.7 million, respectively, of which $2.3 million and $6.8 million related to cash coupon and $649,000 and $1.9 million related to the amortization of discount and certain issuance costs. During the three and nine months ended September 30, 2014, we incurred total interest on our convertible notes of $2.9 million and $8.6 million, respectively, of which $2.3 million and $6.8 million related to cash coupon and $610,000 and $1.8 million related to the amortization of discount and certain issuance costs. As of September 30, 2015, the Convertible Notes were carried on our consolidated balance sheet at $163.7 million, net of an unamortized discount of $8.8 million. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.
8. DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Objective of Using Derivatives
Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S. Dollar. In addition, we enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of the U.S. Dollar. In addition, we use derivative financial instruments, which include interest rate caps and may also include interest rate swaps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings.
20
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financing structure as well as to hedge specific transactions. We do not intend to utilize derivatives for speculative or other purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.
Net Investment Hedges of Foreign Currency Risk
We have made investments in foreign entities that expose us to fluctuations between the U.S. Dollar and the foreign currency of each such investment. Currently, we use derivative financial instruments to manage, or hedge, the variability in the carrying value of certain of our net investments in consolidated, foreign currency-denominated subsidiaries caused by the fluctuations in foreign currency exchange rates. For derivatives that are designated and qualify as a hedge of our net investment in a foreign currency, the gain or loss on such derivatives is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. Any ineffective portion of a net investment hedge is recognized in our consolidated statement of operations. For derivatives that are not designated as hedging instruments, gains or losses are recognized in our consolidated statement of operations as incurred.
The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of foreign currency risk (notional amount in thousands):
September 30, 2015 |
December 31, 2014 |
||||||||||||||||||||||
Foreign Currency Derivatives |
Number of
Instruments |
Notional
Amount |
Foreign Currency Derivatives |
Number of
Instruments |
Notional
Amount |
||||||||||||||||||
Sell CAD Forward |
1 | C$ | 162,000 |
Sell CAD Forward |
1 | C$ | 42,525 | ||||||||||||||||
Sell GBP Forward |
1 | £ | 96,900 | ||||||||||||||||||||
Sell EUR Forward |
1 | | 50,000 |
Cash Flow Hedges of Interest Rate Risk
Our objective in using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. In addition, we may be required by our lenders to enter into certain derivative contracts related to our credit facilities. To accomplish this objective, we primarily use interest rate caps. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above a certain level in exchange for an up-front premium.
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transaction affects net income. These derivatives were used to hedge the variable cash flows associated with floating rate debt. The ineffective portion of the change in fair value of such derivatives is recognized directly in net income. We have not recognized any income or loss resulting from hedge ineffectiveness of interest rate caps in our consolidated statement of operations during the nine months ended September 30, 2015 and 2014.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our floating rate debt. During the twelve months following September 30, 2015, we estimate that an additional $367,000 will be reclassified from other accumulated comprehensive income as an increase to interest expense.
21
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
As of September 30, 2015, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (notional amount in thousands):
Interest Rate |
Number of
Instruments |
Notional
Amount |
Strike | Index |
Wtd. Avg.
Maturity |
|||||||
Interest Rate Caps |
26 | $ | 1,097,632 | 2% | USD LIBOR | 1.6 | ||||||
Interest Rate Caps |
11 | C | 550,589 | 2% | CDOR | 1.5 | ||||||
Interest Rate Caps |
1 | | 152,710 | 2% | EURIBOR | 1.3 | ||||||
Interest Rate Caps |
1 | £ | 15,142 | 2% | GBP LIBOR | 1.6 |
We did not have any interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2014.
Non-designated Hedges
Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in our consolidated statement of operations. During both the three and nine months ended September 30, 2015, we recorded losses of $748,000 and $759,000, respectively related to non-designated hedges.
As of September 30, 2015, we had the following outstanding non-designated hedges (notional amount in thousands):
Number of | Notional | |||||||||
Non-designated Hedges |
Instruments | Amount | ||||||||
Sell EUR / Buy GBP Forward |
1 | | 12,857 | |||||||
Interest Rate Caps |
1 | $ | 13 |
We did not have any non-designated hedges outstanding as of December 31, 2014.
22
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Valuation of Derivative Instruments
The following table summarizes the fair value of our derivative financial instruments ($ in thousands):
Fair Value of Derivatives in an | Fair Value of Derivatives in a | |||||||||||||||
Asset Position (1) as of | Liability Position (2) as of | |||||||||||||||
September 30, 2015 | December 31, 2014 | September 30, 2015 | December 31, 2014 | |||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||
Foreign exchange contracts |
$ | 3,416 | $ | 1,138 | $ | 108 | $ | | ||||||||
Interest rate caps |
314 | | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivatives designated as hedging instruments |
$ | 3,730 | $ | 1,138 | $ | 108 | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||
Foreign exchange contracts |
$ | | $ | | $ | 260 | $ | | ||||||||
Interest rate caps |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivatives not designated as hedging instruments |
$ | | $ | | $ | 260 | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Derivatives |
$ | 3,730 | $ | 1,138 | $ | 368 | $ | | ||||||||
|
|
|
|
|
|
|
|
(1) |
Included in accrued interest receivable, prepaid expenses, and other assets in our consolidated balance sheet. |
(2) |
Included in accounts payable, accrued expenses, and other liabilities in our consolidated balance sheet. |
The following table presents the effect of our derivative financial instruments on our consolidated statement of operations for the three and nine months ended September 30, 2015 ($ in thousands):
Amount of Gain | Amount of Gain | |||||||||||||||||
(Loss) Recognized in | Location of | (Loss) Reclassified from | ||||||||||||||||
OCI on Derivatives | Gain (Loss) | Accumulated OCI into | ||||||||||||||||
(Effective Portion) (1) | Reclassified from | Income (Effective Portion) | ||||||||||||||||
Derivatives in Hedging Relationships |
Three Months
Ended September 30, 2015 |
Nine Months
Ended September 30, 2015 |
Accumulated
OCI into Income (Effective Portion) |
Three Months
Ended September 30, 2015 |
Nine Months
Ended September 30, 2015 |
|||||||||||||
Net Investment Foreign exchange contracts |
$ | 15,478 | $ | 16,330 |
Gain (Loss) on
Sale of Subsidiary |
$ | | $ | | |||||||||
Cash Flow Hedges Interest rate caps contracts |
(587 | ) | (1,410 | ) | Interest Expense | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 14,891 | $ | 14,920 | $ | | $ | | ||||||||||
|
|
|
|
|
|
|
|
(1) |
During the three and nine months ended September 30, 2015, we received net cash settlements of $10.8 million and $13.7 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheet. |
We did not have any derivative financial instruments as of or during the nine months ended September 30, 2014.
23
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Credit-Risk Related Contingent Features
We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions. As of September 30, 2015, we were in a net asset position with both of our derivative counterparties.
9. EQUITY
Stock and Stock Equivalents
Authorized Capital
As of September 30, 2015, we had the authority to issue up to 300,000,000 shares of stock, consisting of 200,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We did not have any shares of preferred stock issued and outstanding as of September 30, 2015.
Class A Common Stock and Deferred Stock Units
Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive such dividends as may be authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.
The following table details our issuance of class A common stock during the nine months ended September 30, 2015 ($ in thousands, except share and per share data):
Class A Common Stock Offerings | 2015 Total / | |||||||||||||||
April 2015 | May 2015 (1) | June 2015 | Wtd. Avg. | |||||||||||||
Shares issued |
23,000,000 | 280,025 | 11,500,000 | 34,780,025 | ||||||||||||
Share issue price (2) |
$ | 29.75 | $ | 29.97 | $ | 29.42 | $ | 29.64 | ||||||||
Net proceeds (3) |
$ | 683,722 | $ | 7,895 | $ | 337,918 | $ | 1,029,535 |
(1) |
Issuance represents 280,025 shares issued over a five-day period in May 2015 under our at-the-market stock offering program, with a weighted average issue price of $29.97. |
(2) |
Represents price per share paid by the underwriters or sales agents, as applicable, after underwriting or sales discounts and commissions. |
(3) |
Net proceeds represents proceeds received from the underwriters less applicable transaction costs. |
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 12 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors in lieu of cash compensation for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.
24
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:
Nine Months Ended September 30, | ||||||||
Common Stock Outstanding (1) |
2015 | 2014 | ||||||
Beginning balance |
58,388,808 | 29,602,884 | ||||||
Issuance of class A common stock |
34,780,443 | 28,175,003 | ||||||
Issuance of restricted class A common stock, net |
162,531 | | ||||||
Issuance of deferred stock units |
16,288 | 15,104 | ||||||
|
|
|
|
|||||
Ending balance |
93,348,070 | 57,792,991 | ||||||
|
|
|
|
(1) |
Deferred stock units held by members of our board of directors totaled 135,207 and 113,486 as of September 30, 2015 and 2014, respectively. |
Dividend Reinvestment and Direct Stock Purchase Plan
On March 25, 2014, we adopted a dividend reinvestment and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the three and nine months ended September 30, 2015, we issued 145 shares and 418 shares, respectively, of class A common stock under the dividend reinvestment component of the plan compared to two shares and three shares for the same periods in 2014. We did not issue shares under the direct stock purchase plan component of the plan during the three and nine months ended September 30, 2015 and 2014. As of September 30, 2015, a total of 9,999,576 shares of class A common stock remain available for issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
On May 9, 2014, we entered into equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $200.0 million of our class A common stock. Sales of class A common stock made pursuant to the ATM Agreements may be made in negotiated transactions or transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. In May 2015, we sold 280,025 shares of class A common stock under the ATM Agreements, with net proceeds totaling $7.9 million. As of September 30, 2015, sales of our class A common stock with an aggregate sales price of $188.6 million remain available for issuance under the ATM Agreements.
Dividends
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.
25
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
On September 14, 2015, we declared a dividend of $0.62 per share, or $57.8 million, which was paid on October 15, 2015, to stockholders of record as of September 30, 2015. The follow table details our dividend activity:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Dividends declared per share of common stock |
$ | 0.62 | $ | 0.50 | $ | 1.66 | $ | 1.46 | ||||||||
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Earnings Per Share
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. Our Convertible Notes are excluded from dilutive earnings per share as we have the intent and ability to settle these instruments in cash.
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding for the indicated periods ($ in thousands, except per share data):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income (1) |
$ | 66,888 | $ | 22,024 | $ | 131,564 | $ | 68,555 | ||||||||
Weighted-average shares outstanding, basic and diluted |
93,357,960 | 49,211,205 | 77,752,247 | 45,093,314 | ||||||||||||
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Per share amount, basic and diluted |
$ | 0.72 | $ | 0.45 | $ | 1.69 | $ | 1.52 | ||||||||
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(1) |
Represents net income attributable to Blackstone Mortgage Trust, Inc. |
Other Balance Sheet Items
Accumulated Other Comprehensive Loss
As of September 30, 2015, total accumulated other comprehensive loss was $27.6 million, primarily representing (i) $43.6 million of cumulative currency translation adjustment on assets and liabilities denominated in foreign currencies and (ii) an offsetting $16.1 million gain related to changes in the fair value of derivative instruments. As of December 31, 2014, total accumulated other comprehensive loss was $15.0 million, primarily representing the cumulative currency translation adjustments on assets and liabilities denominated in a foreign currency.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in CT Legacy Partners that are not owned by us. A portion of CT Legacy Partners consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of CT Legacy Partners. As of September 30, 2015, CT Legacy Partners total equity was $22.3 million, of which $9.3 million was owned by Blackstone Mortgage Trust, Inc., and $13.0 million was allocated to non-controlling interests. As of December 31, 2014, CT Legacy Partners total equity was $60.8 million, of which $25.3 million was owned by Blackstone Mortgage Trust, Inc., and $35.5 million was allocated to non-controlling interests.
26
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
10. OTHER EXPENSES
Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.
Management and Incentive Fees
Pursuant to our management agreement, our Manager earns a base management fee in an amount equal to 1.50% per annum multiplied by our outstanding equity balance, as defined in the management agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20% and (ii) the excess of (a) our Core Earnings (as defined in our management agreement) for the previous 12-month period over (b) an amount equal to 7.00% per annum multiplied by our outstanding Equity, provided that our Core Earnings over the prior three-year period (or the period since the date of the first offering of our class A common stock following December 19, 2012, whichever is shorter) is greater than zero. Core Earnings, as defined in our management agreement, is generally equal to our net income (loss) prepared in accordance with GAAP, excluding (i) certain non-cash items (ii) the net income (loss) related to our legacy portfolio and (iii) incentive management fees.
During the three and nine months ended September 30, 2015, we incurred $9.4 million and $22.9 million, respectively, of management fees payable to our Manager, compared to $4.6 million and $12.4 million during the same periods in 2014. In addition, during the three and nine months ended September 30, 2015, we incurred $4.5 million and $5.7 million, respectively, of incentive fees payable to our Manager, compared to $842,000 incurred during both the three and nine months ended September 30, 2014. We did not incur any incentive fees payable to our Manager during the first and second quarter of 2014.
As of September 30, 2015 we had accrued management and incentive fees payable to our Manager of $9.4 million and $4.5 million respectively, compared to $5.5 million and $817,000 as of December 31, 2014.
General and Administrative Expenses
General and administrative expenses consisted of the following ($ in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Professional services |
$ | 898 | $ | 635 | $ | 2,375 | $ | 1,733 | ||||||||
Operating and other costs |
671 | 451 | 1,783 | 1,482 | ||||||||||||
GE transaction costs |
370 | | 9,583 | | ||||||||||||
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Subtotal |
1,939 | 1,086 | 13,741 | 3,215 | ||||||||||||
Non-cash and CT Legacy Portfolio compensation expenses |
||||||||||||||||
Management incentive awards plan - CTOPI (1) |
8 | | 2,605 | 11,190 | ||||||||||||
Management incentive awards plan - CT Legacy Partners (2) |
89 | 458 | 2,151 | 1,010 | ||||||||||||
Restricted class A common stock earned |
3,095 | 1,525 | 9,601 | 5,554 | ||||||||||||
Director stock-based compensation |
94 | 94 | 281 | 281 | ||||||||||||
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Subtotal |
3,286 | 2,077 | 14,638 | 18,035 | ||||||||||||
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Total BXMT expenses |
5,225 | 3,163 | 28,379 | 21,250 | ||||||||||||
Expenses of consolidated subsidiaries |
70 | 205 | 276 | 670 | ||||||||||||
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Total general and administrative expenses |
$ | 5,295 | $ | 3,368 | $ | 28,655 | $ | 21,920 | ||||||||
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(1) |
Represents the portion of CTOPI promote revenue accrued under compensation awards. See Note 4 for further discussion. |
(2) |
Represents the accrual of amounts payable under the CT Legacy Partners management incentive awards during the period. See below for discussion of the CT Legacy Partners management incentive awards plan. |
27
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
CT Legacy Partners Management Incentive Awards Plan
In conjunction with our March 2011 restructuring, we created an employee pool for up to 6.75% of the distributions paid to the common equity holders of CT Legacy Partners (subject to certain caps and priority distributions). Approximately 50% of the pool is three-fourths vested as of September 30, 2015, with the remainder contingent on continued employment with an affiliate of our Manager and our receipt of distributions from CT Legacy Partners. Of the remaining 50% of the pool, 27% is fully vested as a result of an acceleration event, and 33% vest only upon our receipt of distributions from CT Legacy Partners. We accrue a liability for the amounts due under these grants based on the value of CT Legacy Partners and the periodic vesting of the awards granted. Accrued payables for these awards were $1.3 million and $2.8 million as of September 30, 2015 and December 31, 2014, respectively.
11. INCOME TAXES
We elected to be taxed as a REIT, effective January 1, 2003, under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of September 30, 2015 and December 31, 2014, we were in compliance with all REIT requirements.
During the three months and nine months ended September 30, 2015, we recorded a current income tax provision of $81,000 and $431,000, respectively, related to our taxable REIT subsidiaries as well as various state and local taxes. During the three months and nine months ended September 30, 2014, we recorded an income tax benefit of $118,000 and a provision of $412,000, respectively. We did not have any deferred tax assets or liabilities as of September 30, 2015 or December 31, 2014.
As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the availability of our net operating losses, or NOLs, and net capital losses, or NCLs, is generally limited to $2.0 million per annum by change of control provisions promulgated by the Internal Revenue Service, or the IRS, with respect to the ownership of Blackstone Mortgage Trust. As of December 31, 2014, we had NOLs of $159.0 million and NCLs of $32.0 million available to be carried forward and utilized in current or future periods. If we are unable to utilize our NOLs, they will expire in 2029. If we are unable to utilize our NCLs, $31.4 million will expire in 2015, and $602,000 will expire in 2016 or later.
As of September 30, 2015, tax years 2012 through 2014 remain subject to examination by taxing authorities, however no such examinations are ongoing.
12. STOCK-BASED INCENTIVE PLANS
We do not have any employees as we are externally managed by our Manager. However, as of September 30, 2015, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through the issuance of stock-based instruments.
We had stock-based incentive awards outstanding under five benefit plans as of September 30, 2015: (i) our amended and restated 1997 non-employee director stock plan, or 1997 Plan; (ii) our 2007 long-term incentive plan, or 2007 Plan; (iii) our 2011 long-term incentive plan, or 2011 Plan; (iv) our 2013 stock incentive plan, or 2013 Plan; and (v) our 2013 manager incentive plan, or 2013 Manager Plan. We refer to our 1997 Plan, our 2007 Plan, and our 2011 Plan collectively as our Expired Plans and we refer to our 2013 Plan and 2013 Manager Plan collectively as our Current Plans.
28
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Our Expired Plans have expired and no new awards may be issued under them. Under our Current Plans, a maximum of 2,160,106 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager. As of September 30, 2015, there were 760,500 shares available under the Current Plans.
The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:
Restricted Class A
Common Stock |
Weighted-Average
Grant Date Fair Value Per Share |
|||||||
Balance as of December 31, 2014 |
919,719 | $ | 26.86 | |||||
Granted |
190,674 | 29.39 | ||||||
Vested |
(342,978 | ) | 26.94 | |||||
Forfeited |
(28,143 | ) | 28.27 | |||||
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Balance as of September 30, 2015 |
739,272 | $ | 27.42 | |||||
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These shares generally vest in quarterly installments over a three-year period, pursuant to the terms of the respective award agreements and the terms of the Current Plans. The 739,272 shares of restricted class A common stock outstanding as of September 30, 2015 will vest as follows: 113,657 shares will vest in 2015; 404,600 shares will vest in 2016; 220,765 shares will vest in 2017; and 250 shares will vest in 2018. As of September 30, 2015, total unrecognized compensation cost relating to nonvested share-based compensation arrangements was $20.3 million. This cost is expected to be recognized over a weighted average period of one year from September 30, 2015.
13. FAIR VALUES
Assets and Liabilities Measured at Fair Value
The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Derivatives |
$ | | $ | 3,730 | $ | | $ | 3,730 | $ | | $ | 1,138 | $ | | $ | 1,138 | ||||||||||||||||
Other assets, at fair value (1) |
$ | | $ | 377 | $ | 12,696 | $ | 13,073 | $ | | $ | 1,510 | $ | 47,507 | $ | 49,017 | ||||||||||||||||
Liabilities |
||||||||||||||||||||||||||||||||
Derivatives |
$ | | $ | 368 | $ | | $ | 368 | $ | | $ | | $ | | $ | |
(1) |
Other assets include loans, securities, equity investments, and other receivables measured at fair value. |
29
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The following table reconciles the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
Nine Months Ended September 30, | ||||||||
2015 | 2014 | |||||||
January 1, |
$ | 47,507 | $ | 54,461 | ||||
Proceeds from investment realizations |
(57,039 | ) | (19,781 | ) | ||||
Adjustments to fair value included in earnings |
||||||||
Unrealized gain on investments at fair value |
22,228 | 7,616 | ||||||
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September 30, |
$ | 12,696 | $ | 42,296 | ||||
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Our other assets include loans, securities, equity investments, and other receivables that are carried at fair value. The following describes the key assumptions used in arriving at the fair value of each of these assets as of September 30, 2015 and December 31, 2014.
Securities: As of September 30, 2015, our securities, which had a book value of $10.2 million, were valued by obtaining assessments from third-party dealers.
Loans: As of September 30, 2015, we had no loans carried at fair value. As of December 31, 2014, we had one hotel loan and one office loan with an aggregate fair value of $19.0 million. The discount rate used to value the hotel loan that was outstanding as of December 31, 2014, was 7% and a 100 bp discount rate increase would have resulted in a decrease in fair value of 0.3%. The discount rate used to value the office loan that was outstanding as of December 31, 2014, was 15% and a 100 bp discount rate increase would have resulted in a decrease in fair value of 1.1%.
Equity investments and other receivables: As of September 30, 2015, equity investments and other receivables, which had an aggregate book value of $2.9 million, were generally valued by discounting expected cash flows.
Refer to Note 2 for further discussion regarding fair value measurement.
Fair Value of Financial Instruments
As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial position, for which it is practicable to estimate that value. The following table details the carrying amount, face amount, and fair value of the financial instruments described in Note 2 ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||||||||||
Carrying
Amount |
Face
Amount |
Fair
Value |
Carrying
Amount |
Face
Amount |
Fair
Value |
|||||||||||||||||||
Financial assets |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 138,600 | $ | 138,600 | $ | 138,600 | $ | 51,810 | $ | 51,810 | $ | 51,810 | ||||||||||||
Restricted cash |
9,063 | 9,063 | 9,063 | 11,591 | 11,591 | 11,591 | ||||||||||||||||||
Loans receivable, net |
9,377,591 | 9,412,965 | 9,441,754 | 4,428,500 | 4,462,897 | 4,462,897 | ||||||||||||||||||
Financial liabilities |
||||||||||||||||||||||||
Secured debt agreements |
6,585,654 | 6,585,654 | 6,585,654 | 2,365,336 | 2,365,336 | 2,365,336 | ||||||||||||||||||
Loan participations sold |
507,200 | 507,200 | 507,200 | 499,433 | 499,433 | 499,433 | ||||||||||||||||||
Convertible notes, net |
163,699 | 172,500 | 181,988 | 161,853 | 172,500 | 181,341 |
Estimates of fair value for cash, cash equivalents and convertible notes are measured using observable, quoted market prices, or Level 1 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.
30
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
14. TRANSACTIONS WITH RELATED PARTIES
We are managed by our Manager pursuant to a management agreement, the initial term of which expires on December 19, 2016 and will be automatically renewed for a one-year term each anniversary thereafter unless earlier terminated.
As of September 30, 2015, our consolidated balance sheet included $13.8 million of accrued management and incentive fees payable to our Manager. During the three and nine months ended September 30, 2015, we paid $8.1 million and $21.0 million, respectively, of management and incentive fees to our Manager, compared to $4.4 million and $10.3 million during the same periods of 2014. In addition, during the nine months ended September 30, 2015, we reimbursed our Manager for $139,000 of expenses incurred on our behalf compared to $115,000 during the same period of 2014. We did not reimburse our Manager for expenses incurred on our behalf during the three months ended September 30, 2015, compared to $25,000 during the same period of 2014. As of September 30, 2015, our consolidated balance sheet includes $83,333 of preferred distributions payable by CT Legacy Partners to an affiliate of our Manager, compared to $151,000 as of December 31, 2014. During the three and nine months ended September 30, 2015, CT Legacy Partners made aggregate preferred distributions of $216,000 and $1.1 million, respectively, to such affiliate compared to $533,000 and $1.7 million during the same periods of 2014.
On October 23, 2014, we issued 337,941 shares of restricted class A common stock with a fair value of $9.4 million as of the grant date to our Manager under the 2013 Manager Plan. On October 3, 2013, we issued 339,431 shares of restricted class A common stock with a grant date fair value of $8.5 million to our Manager under the 2013 Manager Plan. The shares of restricted class A common stock vest ratably in quarterly installments over three years from the date of issuance. During the three and nine months ended September 30, 2015, we recorded non-cash expense related to these shares of $1.6 million and $4.9 million, respectively, compared to $766,000 and $2.4 million during the same periods of 2014. Refer to Note 12 for further discussion of our restricted class A common stock.
In conjunction with our April 2015 stock offering, affiliates of our Manager, including certain of our executive officers and directors, purchased 1,885,245 shares of our class A common at the same $30.50 per share price offered to the public. We did not, however, pay the underwriters any fees for these affiliate share purchases. Blackstone Capital Markets acted as co-manager of the offering, for which it was compensated $761,000 on terms consistent with those for other non-affiliated underwriters.
On April 10, 2015, we entered into a memorandum of designation and understanding, or Designation Agreement, with GE and certain affiliates of our Manager to acquire a $4.6 billion portfolio of commercial mortgage loans from GE. Pursuant to the terms of the Designation Agreement, we were designated as the purchaser of this loan portfolio by an affiliate of our Manager that entered into a purchase and sale agreement dated as of April 10, 2015 with GE to acquire the majority of GEs global real estate debt and equity business for an aggregate purchase price of approximately $23.0 billion. Certain transaction-related expenses incurred by us in connection with the acquisition of this loan portfolio represent an allocation of transaction expenses paid by affiliates of our Manager in connection with the overall acquisition transaction with GE. In August 2015, we paid an aggregate $53,000 to certain independent members of our Board of Directors for special committee services related to the GE portfolio acquisition.
On May 8, 2015, a joint venture of CT Legacy Partners, certain affiliates of our Manager, and other non-affiliated parties, which we refer to as the Three-Pack JV, sold a hotel portfolio it owned to an investment vehicle managed by an affiliate of our Manager. We consented to the sale of the hotel portfolio by the Three-Pack JV, which sale will result in the ultimate liquidation of the Three-Pack JV and distribution of net sale proceeds to CT Legacy Partners in respect of its investment therein. As of December 31, 2014, CT Legacy Partners carried its investment in the Three-Pack JV at $18.5 million. During the nine months ended September 30, 2015, we recognized a gain of $22.1 million on our consolidated statement of operations to reflect the $40.5 million of expected net sales proceeds to be received by CT Legacy Partners, of which $37.7 million has been received as of September 30, 2015. As a result of the sale transaction, employees of our Manager, including certain of our executive officers, will receive incentive compensation payments of an aggregate $2.7 million under the CT Legacy Partners Management Incentive Awards Plan, of which $2.5 million has already been paid, based on $40.5 million of net sale proceeds to CT Legacy Partners. See Note 10 for further discussion of the CT Legacy Partners Management Incentive Awards Plan.
31
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
In May 2015, we originated a $590.0 million loan, the proceeds of which were used by the borrower to repay an existing loan owned by an affiliate of our Manager.
In March 2015, we originated a $320.0 million loan to a third-party. In conjunction with the origination of our loan and repayment of the pre-exiting financing, an affiliate of our Manager earned a modification fee of $354,000.
During the three and nine months ended September 30, 2015, we incurred $178,000 and $307,000 respectively of expenses for various administrative and capital market data services to third-party service providers that are affiliates of our Manager, compared to $79,000 and $141,000 during the same periods of 2014.
15. COMMITMENTS AND CONTINGENCIES
Unfunded Commitments Under Loans Receivable
As of September 30, 2015, we had unfunded commitments of $738.3 million related to 76 loans receivable, which amounts will generally be funded to finance lease-related or capital expenditures by our borrowers. These future commitments will expire variously over the next four years.
Income Tax Audits of CTIMCO
The IRS and the State of New York are separately undergoing examinations of the income tax returns for the years ended December 31, 2012 and 2011 of our former subsidiary, CT Investment Management Co., LLC, or CTIMCO. The examinations are on-going, and no adjustments have been communicated to us. When we sold CTIMCO in December 2012, we provided certain indemnifications related to its operations, and any amounts determined to be owed by CTIMCO would ultimately be paid by us. As of September 30, 2015, there are no reserves recorded for the CTIMCO examinations.
Litigation
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2015, we were not involved in any material legal proceedings.
Board of Directors Compensation
As of September 30, 2015, of the eight members of our board of directors, our five independent directors are entitled to annual compensation of $125,000 each. The other three board members, including our chairman and our chief executive officer, serve as directors with no compensation. As of September 30, 2015, the annual compensation for our directors was paid 40% in cash and 60% in the form of deferred stock units. In addition, the member of our board of directors that serves as the chairperson of the audit committee of our board of directors receives additional annual cash compensation of $12,000. Compensation to the board of directors is payable in four equal quarterly installments.
32
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References herein to Blackstone Mortgage Trust, Company, we, us, or our refer to Blackstone Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2014 and elsewhere in this quarterly report on Form 10-Q.
Introduction
Blackstone Mortgage Trust is a real estate finance company that originates and purchases senior loans collateralized by properties in North America and Europe. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of The Blackstone Group L.P., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol BXMT. We are headquartered in New York City.
We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding company and conduct our business primarily through our various subsidiaries.
Loan Portfolio Acquisition
During the second quarter of 2015, we acquired a portfolio of 77 loans from General Electric Capital Corporation and certain of its affiliates, or GE, for a total purchase price of $4.7 billion. The GE loan portfolio consists of commercial mortgage loans secured by properties located in North America and Europe, and represents a significant expansion of our lending business. The acquisition closed in stages during the second quarter of 2015 and was financed through borrowings of $4.0 billion under a secured debt agreement with Wells Fargo as well as a portion of the $1.0 billion of proceeds we received from our underwritten offerings of shares of class A common stock.
I. Key Financial Measures and Indicators
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Core Earnings, and book value per share. For the three months ended September 30, 2015 we recorded earnings per share of $0.72, declared a dividend of $0.62 per share, and reported $0.72 per share of Core Earnings. In addition, our book value per share as of September 30, 2015 was $26.64. As further described below, Core Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. We use Core Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan activity and operations. Beginning with the third quarter of 2015, we have revised our definition of Core Earnings for reporting purposes to be net of incentive fees.
33
Earnings Per Share and Dividends Declared
The following table sets forth the calculation of basic and diluted net income per share and dividends per share ($ in thousands, except per share data):
Three Months Ended | ||||||||
September 30, 2015 | June 30, 2015 | |||||||
Net income (1) |
$ | 66,888 | $ | 29,284 | ||||
Weighted-average shares outstanding, basic and diluted |
93,357,960 | 80,940,535 | ||||||
|
|
|
|
|||||
Net income per share, basic and diluted |
$ | 0.72 | $ | 0.36 | ||||
|
|
|
|
|||||
Dividends per share |
$ | 0.62 | $ | 0.52 | ||||
|
|
|
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust, Inc. |
Core Earnings
Core Earnings is a non-GAAP measure, which we define as GAAP net income (loss), including realized gains and losses not otherwise included in GAAP net income (loss), and excluding (i) net income (loss) attributable to our CT Legacy Portfolio, (ii) non-cash equity compensation expense, (iii) depreciation and amortization, (iv) unrealized gains (losses), and (v) certain non-cash items. Core 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.
We believe that Core Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with GAAP. This adjusted measure helps 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. Although, according to our management agreement, we calculate the incentive and base management fees due to our Manager using Core Earnings before incentive fees expense, beginning with the third quarter of 2015, we will report Core Earnings after incentive fees expense, as we believe this is a more meaningful presentation of the economic performance of our class A common stock.
Core Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to GAAP net income, or an indication of our GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Core Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Core Earnings may not be comparable to the Core Earnings reported by other companies.
Core Earnings was $0.72 per share for the three months ended September 30, 2015 compared to $0.38 per share for the three months ended June 30, 2015. The increase in Core Earnings is primarily due to earnings accretion associated with the GE loan portfolio acquisition and the one-time transaction costs incurred in the second quarter of 2015.
34
The following table provides a reconciliation of Core Earnings to GAAP net income ($ in thousands, except per share data):
Three Months Ended | ||||||||
September 30, 2015 | June 30, 2015 | |||||||
Net income (1) |
$ | 66,888 | $ | 29,284 | ||||
CT Legacy Portfolio net income |
(401 | ) | (1,857 | ) | ||||
Non-cash compensation expense |
3,188 | 3,396 | ||||||
GE purchase discount accretion adjustment (2) |
(2,008 | ) | (459 | ) | ||||
Other items |
(119 | ) | 416 | |||||
|
|
|
|
|||||
Core Earnings |
$ | 67,548 | $ | 30,780 | ||||
|
|
|
|
|||||
Weighted-average shares outstanding, basic and diluted |
93,357,960 | 80,940,535 | ||||||
|
|
|
|
|||||
Core Earnings per share, basic and diluted |
$ | 0.72 | $ | 0.38 | ||||
|
|
|
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust, Inc. |
(2) |
Adjustment in respect of the deferral in Core Earnings of the accretion of a total $9.1 million of purchase discount attributable to a certain pool of GE portfolio loans pending the repayment of those loans. |
Book Value Per Share
As of September 30, 2015, book value was $26.64 per share compared to $26.60 per share as of June 30, 2015. The following table calculates our book value per share ($ in thousands, except per share data):
September 30, 2015 | June 30, 2015 | |||||||
Stockholders equity |
$ | 2,487,125 | $ | 2,483,124 | ||||
Shares |
||||||||
Class A common stock |
92,473,592 | 92,360,038 | ||||||
Restricted class A common stock |
739,272 | 869,948 | ||||||
Deferred stock units |
135,207 | 129,584 | ||||||
|
|
|
|
|||||
Total outstanding |
93,348,070 | 93,359,570 | ||||||
|
|
|
|
|||||
Book value per share |
$ | 26.64 | $ | 26.60 | ||||
|
|
|
|
II. Loan Portfolio
During the quarter ended September 30, 2015, we originated or acquired $885.6 million of loans, including loans financed with $534.2 million of non-consolidated senior interests. Loan fundings during the quarter totaled $868.0 million, including $490.9 million of non-consolidated senior interests. We generated interest income of $138.4 million and incurred interest expense of $51.3 million during the quarter, which resulted in $87.0 million of net interest income during the three months ended September 30, 2015.
35
Portfolio Overview
The following table details our loan origination activity ($ in thousands):
Three Months Ended
September 30, 2015 |
Three Months Ended
June 30, 2015 |
|||||||||||||||
Loan
Originations (1) |
Loan
Fundings (2) |
Loan
Originations (1) |
Loan
Fundings (2) |
|||||||||||||
Senior loans (3) |
$ | 224,959 | $ | 269,780 | $ | 5,614,422 | $ | 5,404,820 | ||||||||
Subordinate loans (4) |
126,435 | 107,325 | 166,000 | 122,271 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 351,394 | $ | 377,105 | $ | 5,780,422 | $ | 5,527,091 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-consolidated senior interests (4) |
534,195 | 490,930 | 754,000 | 549,449 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 885,589 | $ | 868,035 | $ | 6,534,422 | $ | 6,076,540 | ||||||||
|
|
|
|
|
|
|
|
(1) |
Includes new originations and additional commitments made under existing borrowings. |
(2) |
Loan fundings during the three months ended September 30, 2015 include $85.4 million of additional fundings under existing loans as of June 30, 2015, and loan fundings during the three months ended June 30, 2015 include $116.2 million of additional fundings under existing loans as of March 31, 2015. |
(3) |
Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu participations in senior mortgage loans. |
(4) |
In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. These subordinate loan originations are therefore presented net of the related non-consolidated senior interests. During the three months ended September 30, 2015, our subordinate loan originations are presented net of related non-consolidated senior interest of $534.2 million. Loan fundings under these non-consolidated senior interests totaled $490.9 million during the quarter. See Non-Consolidated Senior Interests below. |
As of September 30, 2015, the majority of our loans were senior mortgages and similar credit quality loans. The following table details overall statistics for our loan portfolio ($ in thousands):
Floating Rate | Fixed Rate | Total | ||||||||||
Number of loans |
96 | 36 | 132 | |||||||||
Principal balance |
$ | 7,339,875 | $ | 2,073,090 | $ | 9,412,965 | ||||||
Net book value |
$ | 7,303,478 | $ | 2,074,113 | $ | 9,377,591 | ||||||
Unfunded loan commitments (1) |
$ | 733,540 | $ | 4,720 | $ | 738,260 | ||||||
Weighted-average cash coupon (2)(3) |
L+4.18 | % | 5.65 | % | 4.77 | % | ||||||
Weighted-average all-in yield (2)(3) |
L+4.55 | % | 5.79 | % | 5.09 | % | ||||||
Weighted-average maximum maturity (years) (4) |
3.4 | 2.9 | 3.3 | |||||||||
Loan to value (LTV) |
63.4 | % | 64.0 | % | 63.6 | % |
(1) |
Unfunded commitments will primarily be funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments will expire over the next four years. |
(2) |
As of September 30, 2015, our floating rate loans were indexed to various benchmark rates, with 84% of floating rate loans indexed to USD LIBOR. In addition, $1.1 billion of our floating rate loans earned interest based on floors that are above the applicable index, with an average floor of 0.64%, as of September 30, 2015. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. Coupon and all-in yield for the total portfolio assume applicable floating benchmark rate for weighted-average calculation. |
(3) |
Weighted average coupon and all-in yield include subordinate loans, which are not comparable to other loans as they are reported net of related non-consolidated senior interests. Excluding subordinate loans, total weighted average coupon is 4.55% and total weighted average yield is 4.87%. |
(4) |
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of September 30, 2015, 65% of our loans were subject to yield maintenance or other prepayment restrictions and 35% were open to repayment by the borrower without penalty. |
36
The following table details overall statistics for our loans receivable portfolio as of December 31, 2014 ($ in thousands):
Floating Rate | ||||
Number of loans |
60 | |||
Principal balance |
$ | 4,462,897 | ||
Net book value |
$ | 4,428,500 | ||
Unfunded loan commitments (1) |
$ | 513,229 | ||
Weighted-average cash coupon (2)(3) |
L+4.36 | % | ||
Weighted-average all-in yield (2)(3) |
L+4.81 | % | ||
Weighted-average maximum maturity (years) (4) |
3.9 | |||
Loan to value (LTV) |
63.9 | % |
(1) |
Unfunded commitments will primarily be funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments will expire over the next four years. |
(2) |
As of December 31, 2014, all of our loans were floating rate and were indexed to various benchmark rates, with 79% of floating rate loans indexed to USD LIBOR. In addition, 14% of our floating rate loans earned interest based on floors that are above the applicable index, with an average floor of 0.31%, as of December 31, 2014. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. |
(3) |
Weighted average coupon and all-in yield include subordinate loans, which are not comparable to other loans as they are reported net of related non-consolidated senior interests. Excluding subordinate loans, total weighted average coupon is L+4.30% and total weighted average yield is L+4.76%. |
(4) |
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of December 31, 2014, 85% of our loans were subject to yield maintenance or other prepayment restrictions and 15% were open to repayment by the borrower without penalty. |
The charts below detail the geographic distribution and types of properties securing these loans, as of September 30, 2015 ($ in millions):
Refer to section VI of this Item 2 for details of our loan portfolio, on a loan-by-loan basis.
Asset Management
We actively manage the investments in our loan portfolio and exercise the rights afforded to us as a lender, including collateral level budget approvals, lease approvals, loan covenant enforcement, escrow/reserve management/collection, collateral release approvals and other rights that we may negotiate.
As discussed in Note 2 to our consolidated financial statements, our Manager performs a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns it a risk rating between 1 and 5, from less risk to greater risk. As of September 30, 2015, the weighted-average risk rating of our loan portfolio is 2.1.
37
Secured Debt Agreements
Our secured debt agreements included revolving repurchase facilities, the GE portfolio acquisition facility, and asset-specific repurchase agreements.
The following table details our secured debt agreements ($ in thousands):
Secured Debt Agreements
Borrowings Outstanding |
||||||||
September 30, 2015 | December 31, 2014 | |||||||
Revolving repurchase facilities |
$ | 2,780,205 | $ | 2,040,783 | ||||
GE portfolio acquisition facility |
3,570,131 | | ||||||
Asset-specific repurchase agreements |
235,318 | 324,553 | ||||||
|
|
|
|
|||||
$ | 6,585,654 | $ | 2,365,336 | |||||
|
|
|
|
Revolving Repurchase Facilities
During the nine months ended September 30, 2015, we entered into one new revolving repurchase facility agreement and increased the maximum facility size of three of our revolving repurchase facilities, providing an additional $1.2 billion of credit capacity. The following table details our revolving repurchase facilities as of September 30, 2015 ($ in thousands):
Maximum | Collateral | Repurchase Borrowings | ||||||||||||||||||
Lender |
Facility Size (1) | Assets (2) | Potential | Outstanding | Available (3) | |||||||||||||||
Bank of America |
$ | 750,000 | $ | 833,772 | $ | 658,608 | $ | 618,944 | $ | 39,664 | ||||||||||
Wells Fargo |
1,000,000 | 908,925 | 704,733 | 567,299 | 137,434 | |||||||||||||||
JP Morgan (4) |
744,365 | 847,313 | 663,958 | 565,233 | 98,725 | |||||||||||||||
Citibank |
500,000 | 607,186 | 465,753 | 397,126 | 68,627 | |||||||||||||||
MetLife |
750,000 | 593,203 | 462,849 | 393,557 | 69,292 | |||||||||||||||
Morgan Stanley (5) |
378,775 | 240,413 | 185,634 | 182,554 | 3,080 | |||||||||||||||
Société Générale (6) |
449,960 | 69,365 | 55,492 | 55,492 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 4,573,100 | $ | 4,100,177 | $ | 3,197,027 | $ | 2,780,205 | $ | 416,822 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Maximum facility size represents the total amount of borrowings in each repurchase agreement; however these borrowings are only available to us once sufficient collateral assets have been pledged under each facility at the discretion of the lender. |
(2) |
Represents the principal balance of the collateral assets. |
(3) |
Potential borrowings represent the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each revolving credit facility. |
(4) |
The JP Morgan maximum facility size is composed of a $250.0 million facility, a £153.0 million ($231.9 million) facility, and $262.5 million related solely to a specific asset with a repurchase date of January 9, 2018. |
(5) |
The Morgan Stanley maximum facility size represents a £250.0 million ($378.8 million) facility. |
(6) |
The Société Générale maximum facility size represents a 400.0 million ($450.0 million) facility. |
The weighted-average outstanding balance of our revolving repurchase facilities was $2.4 billion for the nine months ended September 30, 2015. As of September 30, 2015, we had aggregate borrowings of $2.8 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.83% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.04% per annum, and a weighted-average advance rate of 79.1%. As of September 30, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.5 years. Borrowings under each facility are subject to the initial approval of eligible collateral loans by the lender and the maximum advance rate and pricing rate of individual advances are determined with reference to the attributes of the respective collateral loan.
38
GE Portfolio Acquisition Facility
During the second quarter of 2015, concurrently with our acquisition of the GE loan portfolio, we entered into an agreement with Wells Fargo to provide us with secured financing for the acquired portfolio. As of September 30, 2015, this facility provided for $3.7 billion of financing of which $3.6 billion was outstanding and an additional $158.5 million was available to finance future loan fundings. The GE portfolio acquisition facility is non-revolving and consists of a single master repurchase agreement providing for both (i) asset-specific borrowings for each collateral asset as well as (ii) a sequential pay advance feature.
Asset-Specific Borrowings
The asset-specific borrowings under the GE portfolio acquisition facility were advanced at a weighted average rate of 80% of our purchase price of the collateral assets and will be repaid pro rata from collateral asset repayment proceeds. The asset-specific borrowings are currency matched to the collateral assets and accrue interest at a rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five, respectively. As of September 30, 2015, those borrowings were denominated in U.S. Dollars, Canadian Dollars, British Pounds Sterling, and Euros. The asset-specific borrowings are term matched to the underlying collateral assets with an outside maturity date of May 20, 2020, which may be extended pursuant to two one-year extension options. We guarantee obligations under the GE portfolio acquisition facility in an amount equal to the greater of (i) 25% of outstanding asset-specific borrowings, and (ii) $250.0 million. As of September 30, 2015, we had outstanding asset-specific borrowings of $3.4 billion under the GE portfolio acquisition facility.
Sequential Pay Advance
The GE portfolio acquisition facility also includes a sequential pay advance feature that provided for $237.2 million of borrowings, representing an additional 5% advance against each collateral asset pledged under the facility. Borrowings under the sequential pay advance accrue interest at a rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. The sequential pay advance is denominated in U.S. Dollars and will be repaid from collateral loan principal repayments, after repayment of the related asset-specific borrowing. The sequential pay advances each have a maturity date that is one year from the date of funding, and we guarantee 100% of outstanding borrowings of the sequential pay advance. As of September 30, 2015, we had outstanding sequential pay advance borrowings of $134.0 million under the GE portfolio acquisition facility.
Asset-Specific Repurchase Agreements
During the nine months ended September 30, 2015, we entered into one asset-specific repurchase agreement providing an additional $103.1 million of credit capacity. The following table details statistics for our asset-specific repurchase agreements ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||
Repurchase
Agreements |
Collateral
Assets |
Repurchase
Agreements |
Collateral
Assets |
|||||||||||||
Number of loans |
3 | 3 | 3 | 4 | ||||||||||||
Principal balance |
$ | 235,318 | $ | 308,786 | $ | 324,553 | $ | 429,197 | ||||||||
Weighted-average cash coupon (1) |
L+2.64 | % | L+5.01 | % | L+2.68 | % | L+5.07 | % | ||||||||
Weighted-average cost / all-in yield (1) |
L+3.06 | % | L+5.48 | % | L+3.16 | % | L+5.53 | % |
(1) |
Our floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, cost / all-in yield includes the amortization of deferred origination fees / financing costs. |
Refer to Note 5 to our consolidated financial statements for additional terms and details of our secured debt agreements, including certain financial covenants.
39
Loan Participations Sold
During the nine months ended September 30, 2015, we sold one senior loan participation, providing an additional $256.0 million of credit capacity. The following table details statistics for our loan participations sold ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||
Participations
Sold (2) |
Underlying
Loans |
Participations
Sold (2) |
Underlying
Loans |
|||||||||||||
Number of loans |
3 | 3 | 4 | 4 | ||||||||||||
Principal balance |
$ | 507,200 | $ | 618,470 | $ | 499,433 | $ | 635,701 | ||||||||
Weighted-average cash coupon (1) |
L+2.38 | % | L+3.93 | % | L+2.51 | % | L+4.10 | % | ||||||||
Weighted-average all-in cost / yield (1) |
L+2.49 | % | L+4.15 | % | L+2.71 | % | L+4.71 | % |
(1) |
Our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, all-in cost / yield includes the amortization of deferred origination fees / financing costs. |
(2) |
During the three and nine months ended September 30, 2015, we recorded $5.2 million and $14.4 million, respectively, of interest expense related to our loan participations sold, compared to $4.2 million and $8.1 million, respectively, for the same periods in 2014. |
Refer to Note 6 to our consolidated financial statements for additional details related to our loan participations sold.
Non-Consolidated Senior Interests
In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. These non-consolidated senior interests provide structural leverage for our net investments which are reflected in the form of mezzanine loans or other subordinate interests on our balance sheet and our results of operations. During the nine months ended September 30, 2015, we facilitated the syndication of four such non-consolidated senior interests, totaling $1.3 billion. Fundings under these non-consolidated senior interests totaled $1.0 billion during the nine months ended September 30, 2015. The following table details the subordinate interests retained on our balance sheet and the related non-consolidated senior interests as of September 30, 2015 ($ in thousands):
September 30, 2015 | ||||||||||||
Total
Loan |
Non-Consolidated
Senior Interest |
Subordinate
Interest |
||||||||||
Number of loans |
5 | 5 | 5 | |||||||||
Principal balance |
$ | 1,399,185 | $ | 1,137,434 | $ | 261,751 | ||||||
Weighted-average cash coupon (1) |
4.69 | % | 2.92 | % | 12.39 | % | ||||||
Weighted-average all-in yield (1) |
5.50 | % | 3.82 | % | 12.82 | % |
(1) |
In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. Coupon and all-in yield for the total portfolio assume applicable floating benchmark rate for weighted-average calculation. |
The following table details our non-consolidated senior interests as of December 31, 2014 ($ in thousands):
December 31, 2014 | ||||||||||||
Total
Loan |
Non-Consolidated
Senior Interest |
Subordinate
Interest |
||||||||||
Number of loans |
1 | 1 | 1 | |||||||||
Principal balance |
$ | 144,354 | $ | 110,388 | $ | 33,966 | ||||||
Weighted-average cash coupon |
L+5.25 | % | L+3.00 | % | L+12.56 | % | ||||||
Weighted-average all-in yield (1) |
L+5.21 | % | L+3.00 | % | L+12.35 | % |
(1) |
In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. |
40
Floating Rate Portfolio
Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income. As of September 30, 2015, 78% of our loans earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. As of September 30, 2015, 22% of our loans earned a fixed rate of interest, but are financed with liabilities that pay interest at floating rates, which resulted in a negative correlation to rising interest rates to the extent of our financing. In certain instances where we have financed fixed rate assets with floating rate liabilities, we have purchased interest rate caps to limit our exposure to increases in interest rates on such liabilities.
Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities. The following table details our loan portfolios sensitivity to interest rates by currency as of September 30, 2015 ($/£//C$ in thousands):
USD | GBP | EUR | CAD | |||||||||||||
Floating rate loans (1) |
$ | 6,142,039 | £ | 570,704 | | 132,699 | C$ | 246,816 | ||||||||
Floating rate debt (1)(2) |
(5,475,832 | ) | (474,795 | ) | (259,358 | ) | (684,235 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net floating rate exposure (3) |
$ | 666,207 | £ | 95,909 | | (126,659 | ) | C$ | (437,419 | ) | ||||||
|
|
|
|
|
|
|
|
(1) |
Our floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. |
(2) |
Includes borrowings under secured debt agreements and loan participations sold. |
(3) |
In addition, we have interest rate caps of $1.1 billion, £15.1 million, 152.7 million, and C$550.6 million to limit our exposure to increases in interest rates. |
Convertible Notes
In November 2013, we issued $172.5 million of 5.25% convertible senior notes due on December 1, 2018, or the Convertible Notes. The Convertible Notes issuance costs, including underwriter discounts, are amortized through interest expense over the life of the Convertible Notes using the effective interest method. Including this amortization, our all-in cost of the Convertible Notes is 5.87%.
Refer to Notes 2 and 7 to our consolidated financial statements for additional discussion of our Convertible Notes.
CT Legacy Portfolio
As of September 30, 2015, Our CT Legacy Portfolio consists of: (i) our interests in CT Legacy Partners, LLC, or CT Legacy Partners and (ii) our carried interest in CT Opportunity Partners I, LP, or CTOPI, a private investment fund that was previously under our management and is now managed by an affiliate of our Manager.
During the nine months ended September 30, 2015 we recognized (i) $22.1 million of unrealized gain on investments at fair value, (ii) $5.7 million of income from equity investments in unconsolidated subsidiaries, and (iii) $14.7 million of non-controlling interest related to our CT Legacy Portfolio. In addition, we received $30.8 million of distributions related to assets in the CT Legacy Portfolio.
41
III. Our Results of Operations
Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics ($ in thousands, except per share data):
Three Months Ended
September 30, |
2015 vs
2014 |
Nine Months Ended
September 30, |
2015 vs
2014 |
|||||||||||||||||||||
2015 | 2014 | $ | 2015 | 2014 | $ | |||||||||||||||||||
Income from loans and other investments |
||||||||||||||||||||||||
Interest and related income |
$ | 138,361 | $ | 50,386 | $ | 87,975 | $ | 282,249 | $ | 126,507 | $ | 155,742 | ||||||||||||
Less: Interest and related expenses |
51,329 | 19,903 | 31,426 | 106,125 | 47,697 | 58,428 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from loans and other investments, net |
87,032 | 30,483 | 56,549 | 176,124 | 78,810 | 97,314 | ||||||||||||||||||
Other expenses |
||||||||||||||||||||||||
Management and incentive fees |
13,813 | 5,412 | 8,401 | 28,535 | 13,219 | 15,316 | ||||||||||||||||||
General and administrative expenses |
5,295 | 3,368 | 1,927 | 28,655 | 21,920 | 6,735 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other expenses |
19,108 | 8,780 | 10,328 | 57,190 | 35,139 | 22,051 | ||||||||||||||||||
Unrealized (loss) gain on investments at fair value |
(82 | ) | 1,780 | (1,862 | ) | 22,108 | 7,604 | 14,504 | ||||||||||||||||
Income from equity investments in unconsolidated subsidiaries |
17 | | 17 | 5,677 | 24,294 | (18,617 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
67,859 | 23,483 | 44,376 | 146,719 | 75,569 | 71,150 | ||||||||||||||||||
Income tax provision (benefit) |
81 | (118 | ) | 199 | 431 | 412 | 19 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
67,778 | 23,601 | 44,177 | 146,288 | 75,157 | 71,131 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to non-controlling interests |
(890 | ) | (1,577 | ) | 687 | (14,724 | ) | (6,602 | ) | (8,122 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Blackstone Mortgage Trust, Inc. |
$ | 66,888 | $ | 22,024 | $ | 44,864 | $ | 131,564 | $ | 68,555 | $ | 63,009 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income per share - basic and diluted |
$ | 0.72 | $ | 0.45 | $ | 0.27 | $ | 1.69 | $ | 1.52 | $ | 0.17 | ||||||||||||
Dividends per share |
$ | 0.62 | $ | 0.50 | $ | 0.12 | $ | 1.66 | $ | 1.46 | $ | 0.20 |
Income from loans and other investments, net
Income from loans and other investments, net increased $56.5 million during the three months ended September 30, 2015 compared to the corresponding period in 2014. The increase was primarily due to the increase in the principal balance of our loan portfolio, which increased by $5.5 billion as of September 30, 2015 compared with September 30, 2014. This was partially offset by additional interest expense incurred on our secured debt agreements, the principal balance of which increased by $4.7 billion as of September 30, 2015 compared with September 30, 2014.
Income from loans and other investments, net increased $97.3 million during the nine months ended September 30, 2015 compared to the corresponding period in 2014. The increase was primarily due to the increase in the principal balance of our loan portfolio, which increased by $5.5 billion as of September 30, 2015 compared with September 30, 2014. This was partially offset by additional interest expense incurred on our secured debt agreements, the principal balance of which increased by $4.7 billion as of September 30, 2015 compared with September 30, 2014.
Other expenses
Other expenses are comprised of management and incentive fees payable to our Manager and general and administrative expenses. Other expenses increased by $10.3 million during the three months ended September 30, 2015 compared to the corresponding period in 2014 due to (i) an increase of $4.8 million of management fees payable to our Manager, primarily as a result of additional net proceeds received from the sale of our class A common stock, (ii) an increase of $3.6 million of incentive fees payable to our Manager, primarily as a result of Core Earnings (before any incentive fees) exceeding the performance hurdle, (iii) $1.6 million of additional non-cash restricted stock amortization related to shares awarded under our long-term incentive plans, (iv) $370,000 of transaction costs related the GE loan portfolio acquisition, and (v) $349,000 of additional general operating expenses. These were partially offset by a decrease of $361,000 of compensation expenses associated with our CT Legacy Portfolio incentive plans.
42
Other expenses increased by $22.1 million during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 due to (i) an increase of $10.5 million of management fees payable to our Manager, primarily as a result of additional net proceeds received from the sale of our class A common stock, (ii) an increase of $4.8 million of incentive fees payable to our Manager, primarily as a result of Core Earnings (before any incentive fees) exceeding the performance hurdle (iii) $9.6 million of transaction costs related the GE loan portfolio acquisition, (iv) $4.0 million of additional non-cash restricted stock amortization related to shares awarded under our long-term incentive plans, and (v) $549,000 of additional general operating expenses. These were partially offset by a decrease of $7.4 million of compensation expenses associated with our CT Legacy Portfolio incentive plans.
Unrealized gain on investments at fair value
During the three months ended September 30, 2015, we recognized $82,000 of net unrealized gains on investments held by CT Legacy Partners. During the three months ended September 30, 2014, we recognized $1.8 million of net unrealized gains on investments held by CT Legacy Partners.
During the nine months ended September 30, 2015, we recognized $22.1 million of net unrealized gains on investments held by CT Legacy Partners. During the nine months ended September 30, 2014, we recognized $7.6 million of net unrealized gains on investments held by CT Legacy Partners.
Income from equity investments in unconsolidated subsidiaries
During the three months ended September 30, 2015, we recognized $17,000 of promote income from CTOPI. No such income was recognized during the three months ended September 30, 2014.
During the nine months ended September 30, 2015, we recognized $5.7 million of promote income from CTOPI. During the nine months ended September 30, 2014, we recognized $24.3 million of promote income from CTOPI.
Net income attributable to non-controlling interests
During the three months ended September 30, 2015, we recognized $890,000 of net income attributable to non-controlling interests compared with $1.6 million during the three months ended September 30, 2014. The non-controlling interests represent the portion of CT Legacy Partners net income that is not owned by us. The decrease in income attributable to non-controlling interests is primarily a result of the decrease of $1.9 million of unrealized gain on investments at fair value recognized by CT Legacy Partners during the three months ended September 30, 2015 compared to the three months ended September 30, 2014.
During the nine months ended September 30, 2015, we recognized $14.7 million of net income attributable to non-controlling interests compared with $6.6 million during the nine months ended September 30, 2014. The increase in income attributable to non-controlling interests is primarily a result of the increase of $14.5 million of unrealized gain on investments at fair value recognized by CT Legacy Partners during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.
Dividends per share
During the three months ended September 30, 2015, we declared a dividend of $0.62 per share, or $57.8 million, which was paid on October 15, 2015 to common stockholders of record as of September 30, 2015. During the three months ended September 30, 2014, we declared a dividend of $0.50 per share, or $28.8 million.
During the nine months ended September 30, 2015, we declared aggregate dividends of $1.66 per share, or $136.7 million. During the nine months ended September 30, 2014, we declared aggregate dividends of $1.46 per share, or $71.0 million.
IV. Liquidity and Capital Resources
Capitalization
We have capitalized our business to date through, among other things, the issuance and sale of shares of our class A common stock, borrowings under secured debt agreements, and the issuance and sale of Convertible Notes. As of September 30, 2015, we had 93,348,070 shares of our class A common stock outstanding representing $2.5 billion of stockholders equity, $6.6 billion of outstanding borrowings under secured debt agreements, and $172.5 million of Convertible Notes outstanding.
43
As of September 30, 2015, our secured debt agreements consisted of revolving repurchase facilities with an outstanding balance of $2.8 billion, the GE portfolio acquisition facility with an outstanding balance of $3.6 billion, and $235.4 million of asset-specific repurchase agreements. We also finance our business through the sale of loan participations and non-consolidated senior interests. As of September 30, 2015 we had $507.2 million of loan participations sold and $1.1 billion of non-consolidated senior interests.
As of September 30, 2015, we also had $172.5 million aggregate principal amount of convertible notes with a net book value of $163.7 million, which carry a cash coupon of 5.25% and an all-in cost of 5.87%. These notes mature in December 2018.
See Notes 5, 6, and 7 to our consolidated financial statements for additional details regarding our secured debt agreements, loan participations sold, and Convertible Notes.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents and available borrowings under our repurchase facilities, which are set forth in the following table ($ in thousands):
September 30, 2015 | December 31, 2014 | |||||||||
Cash and cash equivalents |
$ | 138,600 | $ | 51,810 | ||||||
Available borrowings under revolving repurchase facilities |
416,822 | 384,567 | ||||||||
|
|
|
|
|||||||
$ | 555,422 | $ | 436,377 | |||||||
|
|
|
|
In addition to our current sources of liquidity, we have access to liquidity through public offerings of debt and equity securities. To facilitate such offerings, in July 2013, we filed a shelf registration statement with the Securities and Exchange Commission, or the SEC, that is effective for a term of three years and will expire in July 2016. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) class A common stock, (ii) preferred stock, (iii) debt securities, (iv) depositary shares representing preferred stock, (v) warrants, (vi) subscription rights, (vii) purchase contracts, and (viii) units consisting of one or more of such securities or any combination of these securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
We may also access liquidity through a dividend reinvestment plan and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock, and our at-the-market stock offering program, pursuant to which we may sell, from time to time, up to an aggregate of $200.0 million of our class A common stock. Refer to Note 9 to our consolidated financial statements for additional details.
Our existing loan portfolio also provides us with liquidity as loans are repaid or sold, in whole or in part, and the proceeds from such repayments become available for us to reinvest.
Liquidity Needs
In addition to our ongoing loan origination activity, our primary liquidity needs include interest and principal payments under our $6.6 billion of outstanding borrowings under secured debt agreements, our convertible notes, our $738.3 million of unfunded loan commitments, dividend distributions to our stockholders, and operating expenses.
44
Contractual Obligations and Commitments
Our contractual obligations and commitments as of September 30, 2015 were as follows ($ in thousands):
Total |
Less than
1 year |
1 to 3
years |
3 to 5
years |
More than
5 years |
||||||||||||||||
Unfunded loan commitments (1) |
$ | 738,260 | $ | 192,674 | $ | 478,756 | $ | 66,830 | $ | | ||||||||||
Secured debt agreements (2)(3) |
6,822,278 | 2,084,780 | 4,117,777 | 580,410 | 39,311 | |||||||||||||||
Loan participations sold (3) |
550,399 | 148,986 | 21,675 | 379,738 | | |||||||||||||||
Convertible notes, net |
204,625 | 12,201 | 18,364 | 174,060 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 8,315,562 | $ | 2,438,641 | $ | 4,636,572 | $ | 1,201,038 | $ | 39,311 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the loan maturity date. |
(2) |
The allocation of our revolving repurchase facilities is based on the current maturity date of each individual borrowing under our revolving repurchase facilities. Includes the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our revolving repurchase facilities and the interest rates in effect as of September 30, 2015 will remain constant into the future; this is only an estimate, as actual amounts borrowed and rates will vary over time. |
(3) |
Assumes repayment date based on initial maturity of each instrument. Future interest payment obligations are determined using the relevant benchmark rates in effect as of September 30, 2015, as applicable. |
We are also required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. Refer to Note 10 to our consolidated financial statements for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to shareholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. Our taxable income does not necessarily equal our net income as calculated in accordance with GAAP, or our Core Earnings as described above.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):
Nine Months Ended September 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities |
$ | 104,610 | $ | 57,460 | ||||
Cash flows from investing activities |
(5,193,831 | ) | (1,867,100 | ) | ||||
Cash flows from financing activities |
5,173,559 | 1,822,250 | ||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
$ | 84,338 | $ | 12,610 | ||||
|
|
|
|
We experienced a net increase in cash of $84.3 million for the nine months ended September 30, 2015, compared to a net increase of $12.6 million for the nine months ended September 30, 2014. During the nine months ended September 30, 2015, we (i) borrowed a net $4.2 billion under our secured debt agreements, (ii) generated $1.0 billion of proceeds from issuances of our class A common stock, (iii) received $1.6 million of proceeds from loan principal collections, and (iv) sold $256.0 million of loan participations. We used the proceeds from our debt and equity financing activities to purchase and originate $6.8 billion of new loans. Refer to Notes 5 and 6 to our consolidated financial statements for additional discussion of our secured debt obligations and participations sold. Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity.
V. Other Items
Income Taxes
We elected to be taxed as a REIT, effective January 1, 2003, under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
45
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of September 30, 2015 and December 31, 2014, we were in compliance with all REIT requirements.
Refer to Note 11 to our consolidated financial statements for additional discussion of our income taxes.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our Manager to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. There have been no material changes to our Critical Accounting Policies described in our annual report on Form 10-K filed with the SEC on February 17, 2015.
Refer to Note 2 to our consolidated financial statements for the description of our Significant Accounting Policies.
46
VI. Loan Portfolio Details
The following table provides details of our loan portfolio, on a loan-by-loan basis, as of September 30, 2015 ($ in millions):
Loan Type (1) |
Origination
|
Total
Loan |
Principal
Balance |
Book
Balance |
Cash
Coupon (3) |
All-in
Yield (3) |
Maximum
|
Geographic Location |
Property
|
Origination
LTV (2) |
Risk
|
|||||||||||||||||||||||||
1 |
Senior loan | 6/11/2015 | $ | 339.9 | $339.8 | $ | 340.8 | 4.88 | % (6) | 4.92 | % (6) | 4/30/2019 | Diversified-US | MHC | 78 | % | 2 | |||||||||||||||||||
2 |
Senior loan | 6/23/2015 | 305.8 | 305.8 | 306.9 | 5.26 | % (6) | 5.33 | % (6) | 1/31/2017 | Diversified-US | MHC | 60 | % | 2 | |||||||||||||||||||||
3 |
Senior loan | 5/22/2014 | 303.0 | 303.0 | 299.6 | L + 4.00 | % | L + 4.34 | % | 5/22/2019 | U.K. | Hotel | 57 | % | 1 | |||||||||||||||||||||
4 |
Senior loan | 5/1/2015 | 320.3 | 294.5 | 291.8 | L + 3.45 | % | L + 3.83 | % | 5/1/2020 | NY | Office | 68 | % | 3 | |||||||||||||||||||||
5 |
Senior loan | 1/7/2015 | 315.0 | 267.0 | 264.4 | L + 3.50 | % | L + 3.95 | % | 1/9/2020 | NY | Office | 53 | % | 2 | |||||||||||||||||||||
6 |
Senior loan | 6/4/2015 | 261.9 | 259.1 | 261.6 | 5.53 | % (6) | 5.56 | % (6) | 2/9/2019 | Canada | Hotel | 54 | % | 2 | |||||||||||||||||||||
7 |
Senior loan | 6/23/2015 | 212.5 | 212.5 | 212.0 | 5.38 | % | 5.53 | % | 1/18/2017 | Germany | Retail | 53 | % | 2 | |||||||||||||||||||||
8 |
Senior loan | 6/11/2015 | 205.8 | 205.8 | 206.6 | 4.76 | % (6) | 4.83 | % (6) | 1/31/2017 | Diversified-US | MHC | 65 | % | 2 | |||||||||||||||||||||
9 |
Senior loan | 3/4/2015 | 170.0 | 170.0 | 170.0 | L + 4.25 | % | L + 4.25 | % | 3/9/2017 | WA | Office | 64 | % | 1 | |||||||||||||||||||||
10 |
Senior loan | 2/25/2014 | 166.0 | 166.0 | 165.1 | L + 4.40 | % | L + 4.82 | % | 3/9/2019 | Diversified-US | Hotel | 49 | % | 2 | |||||||||||||||||||||
11 |
Senior loan | 12/9/2014 | 210.7 | 165.4 | 164.5 | L + 3.80 | % | L + 4.31 | % | 12/9/2019 | Diversified-US | Office | 65 | % | 2 | |||||||||||||||||||||
12 |
Senior loan | 7/31/2014 | 215.0 | 163.4 | 162.6 | L + 3.50 | % | L + 4.09 | % | 8/9/2019 | IL | Office | 70 | % | 2 | |||||||||||||||||||||
13 |
Senior loan | 1/7/2014 | 156.3 | 156.3 | 155.5 | L + 4.75 | % | L + 5.14 | % | 1/7/2019 | Diversified-US | Other | 58 | % | 2 | |||||||||||||||||||||
14 |
Senior loan | 6/23/2015 | 154.4 | 146.1 | 146.1 | L + 5.00 | % | L + 5.01 | % | 12/20/2017 | D.C. | Office | 72 | % | 2 | |||||||||||||||||||||
15 |
Senior loan | 11/20/2014 | 145.4 | 145.4 | 144.2 | L + 3.40 | % | L + 3.62 | % | 11/20/2019 | U.K. | Hotel | 62 | % | 2 | |||||||||||||||||||||
16 |
Senior loan | 12/17/2013 | 139.3 | 139.2 | 139.2 | L + 4.75 | % | L + 5.27 | % | 1/9/2019 | NY | Office | 70 | % | 2 | |||||||||||||||||||||
17 |
Senior loan | 1/30/2014 | 145.9 | 133.4 | 133.3 | L + 4.30 | % | L + 4.63 | % | 12/1/2017 | NY | Hotel | 38 | % | 2 | |||||||||||||||||||||
18 |
Senior loan | 10/30/2013 | 130.0 | 128.6 | 128.3 | L + 4.38 | % | L + 4.62 | % | 11/9/2018 | CA | Hotel | 71 | % | 2 | |||||||||||||||||||||
19 |
Senior loan | 6/23/2015 | 125.0 | 125.0 | 125.5 | L + 3.65 | % | L + 3.64 | % | 11/30/2018 | Diversified-US | Hotel | 83 | % | 3 | |||||||||||||||||||||
20 |
Senior loan | 6/23/2015 | 119.4 | 119.4 | 121.3 | L + 3.05 | % | L + 3.02 | % | 11/1/2016 | Diversified-US | Other | 57 | % | 3 | |||||||||||||||||||||
21 |
Senior loan | 9/22/2015 | 122.0 | 122.0 | 120.8 | L + 3.40 | % | L + 4.28 | % | 11/9/2019 | NY | Multi | 63 | % | 2 | |||||||||||||||||||||
22 |
Senior loan | 5/28/2015 | 119.9 | 119.9 | 119.7 | L + 4.75 | % | L + 4.85 | % | 8/31/2017 | Diversified-US | Various | 86 | % | 4 | |||||||||||||||||||||
23 |
Senior loan | 6/4/2015 | 107.9 | 107.9 | 107.6 | L + 5.00 | % | L + 5.08 | % | 8/15/2018 | U.K. | Hotel | 48 | % | 1 | |||||||||||||||||||||
24 |
Senior loan | 3/4/2014 | 118.2 | 104.3 | 103.6 | L + 4.00 | % | L + 4.76 | % | 3/4/2018 | U.K. | Office | 50 | % | 2 | |||||||||||||||||||||
25 |
Senior loan | 8/28/2014 | 125.0 | 100.9 | 100.6 | L + 4.35 | % | L + 4.66 | % | 12/9/2018 | NY | Office | 78 | % | 3 | |||||||||||||||||||||
26 |
Senior loan | 2/20/2014 | 100.0 | 100.0 | 99.8 | L + 4.40 | % | L + 4.58 | % | 3/9/2019 | NY | Office | 68 | % | 2 | |||||||||||||||||||||
27 |
Senior loan | 6/24/2015 | 100.0 | 100.0 | 99.2 | L + 3.50 | % | L + 3.86 | % | 12/1/2019 | VA | Office | 43 | % | 2 | |||||||||||||||||||||
28 |
Mezzanine loan (5) | 8/6/2015 | 99.3 | 99.3 | 98.6 | 12.22 | % | 12.38 | % | 10/29/2022 | U.K. | Various | 72 | % | 3 | |||||||||||||||||||||
29 |
Senior loan | 9/30/2013 | 113.5 | 98.3 | 98.3 | L + 3.94 | % | L + 4.82 | % | 9/30/2020 | NY | Multi | 67 | % | 2 | |||||||||||||||||||||
30 |
Senior loan | 3/12/2015 | 101.2 | 94.6 | 93.8 | L + 3.25 | % | L + 3.86 | % | 3/11/2020 | CA | Office | 66 | % | 1 |
continued
47
Loan Type (1) |
Origination
|
Total
Loan |
Principal
Balance |
Book
Balance |
Cash
Coupon (3) |
All-in
Yield (3) |
Maximum
|
Geographic Location |
Property
|
Origination
LTV (2) |
Risk
|
|||||||||||||||||||||||||
31 |
Senior loan | 6/23/2015 | 100.0 | 90.0 | 89.7 | L + 3.55 | % | L + 3.64 | % | 7/31/2019 | NY | Hotel | 59 | % | 3 | |||||||||||||||||||||
32 |
Senior loan | 6/30/2015 | 88.6 | 88.6 | 88.4 | 5.69 | % (6) | 5.80 | % (6) | 11/30/2017 | Diversified-US | MHC | 56 | % | 1 | |||||||||||||||||||||
33 |
Senior loan | 6/23/2015 | 97.4 | 87.9 | 87.5 | L + 3.40 | % | L + 3.52 | % | 7/31/2019 | VA | Office | 75 | % | 3 | |||||||||||||||||||||
34 |
Senior loan | 11/17/2014 | 106.1 | 83.8 | 83.0 | L + 5.50 | % | L + 5.84 | % | 12/9/2019 | Canada | Office | 53 | % | 3 | |||||||||||||||||||||
35 |
Senior loan | 10/28/2014 | 85.0 | 81.9 | 81.3 | L + 3.75 | % | L + 4.12 | % | 11/9/2019 | NY | Retail | 78 | % | 2 | |||||||||||||||||||||
36 |
Senior loan | 2/18/2015 | 89.9 | 81.8 | 81.1 | L + 3.75 | % | L + 4.30 | % | 3/9/2020 | CA | Office | 71 | % | 2 | |||||||||||||||||||||
37 |
Senior loan | 6/24/2015 | 107.3 | 81.6 | 80.6 | L + 4.25 | % | L + 4.72 | % | 7/9/2020 | HI | Hotel | 67 | % | 2 | |||||||||||||||||||||
38 |
Senior loan | 5/20/2014 | 82.0 | 80.0 | 79.7 | L + 4.00 | % | L + 4.54 | % | 6/9/2019 | D.C. | Office | 79 | % | 2 | |||||||||||||||||||||
39 |
Senior loan | 5/16/2014 | 86.8 | 80.1 | 79.7 | L + 3.85 | % | L + 4.15 | % | 6/9/2019 | FL | Office | 74 | % | 2 | |||||||||||||||||||||
40 |
Senior loan | 7/11/2014 | 82.2 | 76.0 | 75.5 | L + 3.65 | % | L + 4.03 | % | 8/9/2019 | IL | Office | 64 | % | 2 | |||||||||||||||||||||
41 |
Senior loan | 6/4/2015 | 77.5 | 74.2 | 75.0 | 5.03 | % (6) | 5.04 | % (6) | 3/28/2019 | Canada | Retail | 74 | % | 3 | |||||||||||||||||||||
42 |
Senior loan | 6/5/2014 | 74.2 | 74.2 | 73.7 | L + 4.50 | % | L + 4.90 | % | 6/5/2019 | U.K. | Retail | 80 | % | 2 | |||||||||||||||||||||
43 |
Senior loan | 8/8/2013 | 73.4 | 73.4 | 73.4 | L + 4.00 | % | L + 4.35 | % | 6/10/2016 | NY | Office | 68 | % | 2 | |||||||||||||||||||||
44 |
Senior loan | 5/22/2014 | 79.7 | 73.2 | 72.8 | L + 4.50 | % | L + 4.92 | % | 6/15/2019 | CA | Office | 67 | % | 2 | |||||||||||||||||||||
45 |
Senior loan | 7/26/2013 | 81.8 | 68.8 | 68.8 | L + 5.00 | % | L + 5.82 | % | 8/9/2018 | VA | Office | 72 | % | 2 | |||||||||||||||||||||
46 |
Senior loan | 9/8/2014 | 69.4 | 69.4 | 68.4 | L + 4.00 | % | L + 4.34 | % | 11/20/2019 | Spain | Retail | 70 | % | 2 | |||||||||||||||||||||
47 |
Mezzanine loan (5) | 5/15/2015 | 100.0 | 68.7 | 68.0 | L + 12.83 | % | L + 13.46 | % | 5/15/2020 | FL | Retail | 36 | % | 2 | |||||||||||||||||||||
48 |
Senior loan | 6/11/2015 | 75.0 | 67.8 | 67.6 | L + 3.47 | % | L + 3.54 | % | 11/30/2018 | TX | Office | 50 | % | 2 | |||||||||||||||||||||
49 |
Senior loan | 5/20/2015 | 71.4 | 65.3 | 65.4 | L + 4.15 | % | L + 4.19 | % | 5/31/2018 | Diversified-US | Office | 62 | % | 2 | |||||||||||||||||||||
50 |
Senior loan | 6/23/2015 | 65.5 | 65.1 | 65.3 | 4.84 | % (6) | 4.88 | % (6) | 8/31/2020 | FL | MHC | 69 | % | 2 | |||||||||||||||||||||
51 |
Senior loan | 6/4/2015 | 64.4 | 64.4 | 64.3 | L + 3.25 | % | L + 3.37 | % | 7/6/2017 | U.K. | Retail | 55 | % | 1 | |||||||||||||||||||||
52 |
Senior loan | 5/1/2015 | 83.5 | 64.5 | 63.7 | L + 3.95 | % | L + 4.41 | % | 5/9/2020 | MD | Hotel | 67 | % | 2 | |||||||||||||||||||||
53 |
Senior loan | 6/23/2015 | 71.6 | 61.6 | 61.2 | L + 3.75 | % | L + 3.90 | % | 8/31/2019 | NY | Condo | 50 | % | 2 | |||||||||||||||||||||
54 |
Senior loan | 6/11/2015 | 70.4 | 61.1 | 60.9 | 4.55 | % (6) | 4.70 | % (6) | 10/31/2018 | FL | MHC | 63 | % | 3 | |||||||||||||||||||||
55 |
Senior loan | 3/11/2014 | 65.0 | 59.9 | 59.6 | L + 4.50 | % | L + 4.92 | % | 4/9/2019 | NY | Multi | 65 | % | 3 | |||||||||||||||||||||
56 |
Senior loan | 1/13/2014 | 60.0 | 60.0 | 57.9 | L + 3.45 | % | L + 4.89 | % | 6/9/2020 | NY | Office | 53 | % | 2 | |||||||||||||||||||||
57 |
Senior loan | 7/17/2013 | 60.0 | 56.0 | 56.0 | L + 4.50 | % | L + 5.34 | % | 7/16/2017 | NY | Retail | 69 | % | 2 | |||||||||||||||||||||
58 |
Senior loan | 5/28/2015 | 63.5 | 55.8 | 55.9 | L + 3.50 | % | L + 3.55 | % | 12/31/2018 | CA | Office | 74 | % | 2 | |||||||||||||||||||||
59 |
Senior loan | 6/11/2015 | 55.5 | 55.3 | 55.4 | 4.59 | % (6) | 4.62 | % (6) | 9/30/2020 | Diversified-US | MHC | 79 | % | 3 | |||||||||||||||||||||
60 |
Senior loan | 6/27/2013 | 54.5 | 54.5 | 54.4 | L + 3.85 | % | L + 4.01 | % | 7/9/2018 | GA | Multi | 75 | % | 2 |
continued
48
Loan Type (1) |
Origination
|
Total
Loan |
Principal
Balance |
Book
Balance |
Cash
Coupon (3) |
All-in
Yield (3) |
Maximum
|
Geographic Location |
Property
|
Origination
LTV (2) |
Risk
|
|||||||||||||||||||||||||
61 |
Mezzanine loan (5) | 6/30/2015 | 66.0 | 55.5 | 54.3 | L + 10.75 | % | L + 11.70 | % | 7/9/2020 | CA | Condo | 66 | % | 3 | |||||||||||||||||||||
62 |
Senior loan | 5/20/2015 | 53.0 | 53.0 | 52.9 | L + 3.75 | % | L + 3.83 | % | 11/30/2018 | AZ | Other | 72 | % | 3 | |||||||||||||||||||||
63 |
Senior loan | 10/6/2014 | 60.0 | 51.0 | 50.6 | L + 4.15 | % | L + 4.56 | % | 10/9/2019 | NY | Hotel | 65 | % | 2 | |||||||||||||||||||||
64 |
Senior loan | 5/20/2015 | 54.0 | 50.4 | 50.6 | L + 3.50 | % | L + 3.55 | % | 12/31/2018 | IL | Office | 67 | % | 3 | |||||||||||||||||||||
65 |
Senior loan | 4/1/2014 | 50.0 | 50.0 | 49.9 | L + 4.20 | % | L + 4.73 | % | 4/9/2019 | HI | Hotel | 69 | % | 2 | |||||||||||||||||||||
66 |
Senior loan | 7/12/2013 | 50.0 | 50.0 | 49.7 | L + 3.85 | % | L + 3.64 | % | 8/9/2018 | IL | Office | 68 | % | 2 | |||||||||||||||||||||
67 |
Senior loan | 2/27/2015 | 71.0 | 50.2 | 49.6 | L + 3.50 | % | L + 4.00 | % | 2/26/2020 | IL | Office | 64 | % | 2 | |||||||||||||||||||||
68 |
Senior loan | 9/4/2013 | 51.8 | 49.6 | 49.4 | L + 3.85 | % | L + 4.25 | % | 9/10/2018 | Diversified-US | Multi | 76 | % | 2 | |||||||||||||||||||||
69 |
Senior loan | 9/9/2014 | 56.0 | 48.5 | 48.2 | L + 4.00 | % | L + 4.31 | % | 9/9/2019 | FL | Office | 71 | % | 2 | |||||||||||||||||||||
70 |
Senior loan | 12/30/2013 | 51.0 | 47.4 | 47.2 | L + 4.50 | % | L + 4.89 | % | 1/9/2019 | AZ | Office | 67 | % | 2 | |||||||||||||||||||||
71 |
Senior loan | 7/2/2013 | 50.0 | 46.3 | 46.2 | L + 4.25 | % | L + 4.64 | % | 7/10/2018 | CO | Hotel | 69 | % | 2 | |||||||||||||||||||||
72 |
Senior loan | 5/20/2015 | 58.0 | 45.4 | 45.3 | 5.27 | % (6) | 5.34 | % (6) | 6/30/2019 | NC | Office | 71 | % | 3 | |||||||||||||||||||||
73 |
Senior loan | 5/28/2015 | 49.2 | 45.0 | 45.2 | 5.37 | % (6) | 5.44 | % (6) | 2/28/2018 | CA | Office | 66 | % | 3 | |||||||||||||||||||||
74 |
Senior loan | 12/19/2014 | 44.0 | 44.0 | 43.8 | L + 4.25 | % | L + 4.94 | % | 1/9/2017 | NY | Multi | 50 | % | 2 | |||||||||||||||||||||
75 |
Senior loan | 3/26/2014 | 43.3 | 42.9 | 42.6 | L + 4.30 | % | L + 4.70 | % | 4/9/2019 | CA | Office | 71 | % | 2 | |||||||||||||||||||||
76 |
Senior loan | 8/8/2013 | 43.5 | 42.4 | 42.3 | L + 4.25 | % | L + 4.73 | % | 8/10/2018 | Diversified-US | Hotel | 61 | % | 1 | |||||||||||||||||||||
77 |
Senior loan | 12/20/2013 | 46.5 | 42.0 | 41.8 | L + 4.10 | % | L + 4.43 | % | 1/9/2019 | CA | Office | 43 | % | 1 | |||||||||||||||||||||
78 |
Senior loan | 6/4/2015 | 46.8 | 40.5 | 40.6 | 5.36 | % (6) | 5.76 | % (6) | 4/30/2016 | Canada | Hotel | 64 | % | 2 | |||||||||||||||||||||
79 |
Senior loan | 9/26/2014 | 51.0 | 40.1 | 39.9 | L + 4.00 | % | L + 4.67 | % | 10/9/2019 | TX | Office | 70 | % | 3 | |||||||||||||||||||||
80 |
Senior loan | 6/12/2014 | 40.0 | 40.0 | 39.4 | L + 4.00 | % | L + 6.14 | % | 6/30/2018 | CA | Office | 44 | % | 3 | |||||||||||||||||||||
81 |
Senior loan | 5/28/2015 | 41.4 | 38.9 | 39.0 | L + 3.55 | % | L + 3.59 | % | 10/31/2018 | CA | Office | 64 | % | 2 | |||||||||||||||||||||
82 |
Senior loan | 5/20/2015 | 42.9 | 38.7 | 38.8 | 5.00 | % (6) | 5.04 | % (6) | 10/31/2018 | Diversified-US | Office | 66 | % | 3 | |||||||||||||||||||||
83 |
Senior loan | 5/20/2015 | 42.5 | 38.6 | 38.6 | L + 3.50 | % | L + 3.55 | % | 12/31/2018 | TX | Retail | 84 | % | 2 | |||||||||||||||||||||
84 |
Senior loan | 5/20/2015 | 43.0 | 38.0 | 38.1 | L + 3.82 | % | L + 3.86 | % | 9/27/2018 | NC | Office | 61 | % | 2 | |||||||||||||||||||||
85 |
Senior loan | 5/28/2015 | 40.7 | 37.9 | 37.9 | 5.89 | % (6) | 5.96 | % (6) | 3/6/2017 | GA | Office | 48 | % | 2 | |||||||||||||||||||||
86 |
Senior loan | 5/28/2015 | 38.0 | 38.0 | 37.4 | L + 3.90 | % | L + 4.58 | % | 6/30/2018 | TX | Hotel | 45 | % | 2 | |||||||||||||||||||||
87 |
Senior loan | 8/25/2015 | 43.8 | 36.8 | 36.3 | L + 4.50 | % | L + 5.13 | % | 9/9/2018 | CA | Office | 46 | % | 3 | |||||||||||||||||||||
88 |
Senior loan | 6/26/2015 | 42.1 | 36.3 | 35.9 | L + 3.75 | % | L + 4.36 | % | 7/9/2020 | CA | Office | 73 | % | 2 | |||||||||||||||||||||
89 |
Senior loan | 6/11/2015 | 35.5 | 35.5 | 35.6 | 4.59 | % (6) | 4.64 | % (6) | 7/31/2019 | FL | MHC | 80 | % | 3 | |||||||||||||||||||||
90 |
Senior loan | 6/11/2015 | 35.2 | 35.2 | 35.3 | 5.34 | % | 5.37 | % | 5/31/2020 | Diversified-US | MHC | 65 | % | 2 |
continued
49
Loan Type (1) |
Origination
|
Total
Loan |
Principal
Balance |
Book
Balance |
Cash
Coupon (3) |
All-in
Yield (3) |
Maximum
|
Geographic Location |
Property
|
Origination
LTV (2) |
Risk
|
|||||||||||||||||||||||||
91 |
Mezzanine loan (5) | 12/13/2013 | 35.1 | 34.2 | 34.3 | L + 13.88 | % | L + 13.69 | % | 12/13/2017 | NY | Condo | 77 | % | 3 | |||||||||||||||||||||
92 |
Senior loan | 5/28/2015 | 33.3 | 33.3 | 33.8 | L + 5.00 | % | L + 3.90 | % | 1/2/2017 | FL | Multi | 69 | % | 2 | |||||||||||||||||||||
93 |
Senior loan | 11/28/2013 | 32.9 | 32.9 | 32.6 | L + 4.63 | % | L + 5.40 | % | 11/27/2018 | U.K. | Office | 68 | % | 2 | |||||||||||||||||||||
94 |
Senior loan | 5/20/2015 | 38.5 | 32.7 | 32.5 | 4.71 | % (6) | 5.10 | % (6) | 1/31/2019 | CA | Office | 59 | % | 2 | |||||||||||||||||||||
95 |
Senior loan | 6/23/2015 | 32.6 | 32.6 | 32.2 | 4.90 | % | 5.30 | % | 8/26/2025 | GA | Multi | 72 | % | 2 | |||||||||||||||||||||
96 |
Senior loan | 6/4/2015 | 32.5 | 32.5 | 32.1 | L + 3.75 | % | L + 4.47 | % | 4/26/2017 | U.K. | Retail | 56 | % | 1 | |||||||||||||||||||||
97 |
Senior loan | 5/20/2015 | 36.5 | 32.0 | 31.7 | L + 3.60 | % | L + 3.88 | % | 7/11/2019 | CA | Office | 46 | % | 1 | |||||||||||||||||||||
98 |
Senior loan | 5/20/2015 | 37.0 | 31.5 | 31.3 | 4.42 | % (6) | 4.75 | % (6) | 4/30/2019 | WA | Multi | 74 | % | 1 | |||||||||||||||||||||
99 |
Senior loan | 6/18/2014 | 31.5 | 31.5 | 31.1 | L + 4.00 | % | L + 4.46 | % | 7/20/2019 | Netherlands | Office | 69 | % | 2 | |||||||||||||||||||||
100 |
Senior loan | 4/17/2015 | 30.4 | 30.4 | 30.1 | L + 4.50 | % | L + 4.95 | % | 4/20/2020 | Netherlands | Hotel | 71 | % | 3 | |||||||||||||||||||||
101 |
Senior loan | 9/27/2013 | 29.7 | 29.3 | 29.2 | L + 3.85 | % | L + 4.22 | % | 10/10/2018 | Diversified-US | Multi | 76 | % | 1 | |||||||||||||||||||||
102 |
Senior loan | 6/11/2015 | 29.3 | 29.3 | 29.2 | L + 5.00 | % | L + 5.23 | % | 11/30/2017 | Diversified-US | Other | 53 | % | 2 | |||||||||||||||||||||
103 |
Senior loan | 4/4/2014 | 30.7 | 28.5 | 28.3 | L + 4.25 | % | L + 4.66 | % | 4/9/2019 | CA | Office | 64 | % | 2 | |||||||||||||||||||||
104 |
Senior loan | 7/23/2014 | 80.0 | 28.8 | 27.8 | L + 5.00 | % | L + 5.91 | % | 8/9/2019 | GA | Office | 43 | % | 3 | |||||||||||||||||||||
105 |
Senior loan | 5/28/2015 | 32.3 | 27.8 | 27.5 | L + 4.35 | % | L + 4.89 | % | 12/31/2017 | CA | Office | 48 | % | 2 | |||||||||||||||||||||
106 |
Senior loan | 6/23/2015 | 27.4 | 27.4 | 27.1 | 6.29 | % | 7.05 | % | 5/18/2017 | U.K. | Office | 40 | % | 2 | |||||||||||||||||||||
107 |
Senior loan | 6/4/2015 | 26.8 | 26.8 | 26.5 | 5.97 | % | 6.66 | % | 7/1/2017 | Canada | MHC | 49 | % | 1 | |||||||||||||||||||||
108 |
Senior loan | 2/28/2014 | 26.0 | 26.0 | 25.9 | L + 4.00 | % | L + 4.27 | % | 3/9/2019 | AZ | Other | 69 | % | 2 | |||||||||||||||||||||
109 |
Senior loan | 6/11/2015 | 26.0 | 26.0 | 25.8 | 5.18 | % (6) | 5.45 | % (6) | 11/30/2020 | FL | MHC | 75 | % | 3 | |||||||||||||||||||||
110 |
Senior loan | 5/20/2015 | 25.7 | 25.7 | 25.5 | L + 3.65 | % | L + 4.63 | % | 7/1/2016 | TX | Other | 63 | % | 2 | |||||||||||||||||||||
111 |
Senior loan | 9/23/2014 | 25.0 | 25.0 | 25.0 | L + 3.75 | % | L + 7.57 | % | 10/1/2017 | NY | Condo | 48 | % | 3 | |||||||||||||||||||||
112 |
Senior loan | 5/28/2015 | 52.0 | 25.0 | 24.7 | L + 4.00 | % | L + 4.38 | % | 6/30/2018 | CA | Office | 53 | % | 3 | |||||||||||||||||||||
113 |
Senior loan | 6/11/2015 | 24.5 | 24.5 | 24.3 | 5.26 | % (6) | 5.54 | % (6) | 11/30/2020 | FL | MHC | 70 | % | 3 | |||||||||||||||||||||
114 |
Senior loan | 5/28/2015 | 26.3 | 24.5 | 24.2 | L + 4.25 | % | L + 4.97 | % | 3/31/2017 | CA | Office | 59 | % | 3 | |||||||||||||||||||||
115 |
Senior loan | 6/11/2015 | 23.4 | 23.4 | 23.1 | 4.57 | % (6) | 4.95 | % (6) | 4/30/2019 | SC | MHC | 72 | % | 3 | |||||||||||||||||||||
116 |
Senior loan | 5/20/2015 | 21.5 | 21.5 | 21.3 | 4.96 | % | 5.32 | % | 9/30/2018 | AZ | Multi | 73 | % | 2 | |||||||||||||||||||||
117 |
Senior loan | 5/28/2015 | 21.1 | 21.1 | 21.0 | L + 3.95 | % | L + 4.29 | % | 3/31/2019 | PA | Hotel | 71 | % | 2 | |||||||||||||||||||||
118 |
Senior loan | 6/4/2015 | 20.5 | 18.0 | 17.8 | L + 3.50 | % | L + 3.92 | % | 7/17/2019 | Germany | Office | 67 | % | 2 | |||||||||||||||||||||
119 |
Senior loan | 6/11/2015 | 17.8 | 17.8 | 17.6 | 4.57 | % (6) | 4.85 | % (6) | 11/30/2020 | FL | MHC | 51 | % | 2 | |||||||||||||||||||||
120 |
Senior loan | 6/4/2015 | 17.5 | 17.5 | 17.3 | 4.63 | % | 5.39 | % | 3/1/2017 | Canada | Other | 59 | % | 2 |
continued
50
Loan Type (1) |
Origination
|
Total
Loan |
Principal
Balance |
Book
Balance |
Cash
Coupon (3) |
All-in
Yield (3) |
Maximum
|
Geographic Location |
Property
|
Origination
LTV (2) |
Risk
|
|||||||||||||||||||||||||
121 |
Senior loan | 6/11/2015 | 18.9 | 16.9 | 16.8 | L + 3.65 | % | L + 4.07 | % | 10/31/2018 | Canada | MHC | 65 | % | 3 | |||||||||||||||||||||
122 |
Senior loan | 5/28/2015 | 16.6 | 16.6 | 16.6 | 5.09 | % (6) | 5.60 | % (6) | 4/30/2017 | FL | MHC | 74 | % | 2 | |||||||||||||||||||||
123 |
Senior loan | 6/4/2015 | 16.7 | 16.5 | 16.4 | 4.44 | % (6) | 4.85 | % (6) | 12/23/2018 | Canada | Office | 45 | % | 2 | |||||||||||||||||||||
124 |
Senior loan | 6/23/2015 | 15.7 | 15.7 | 16.0 | 5.87 | % | 5.76 | % | 10/30/2015 | Diversified-US | MHC | 72 | % | 3 | |||||||||||||||||||||
125 |
Senior loan | 5/28/2015 | 17.3 | 15.8 | 15.6 | L + 3.70 | % | L + 4.04 | % | 8/31/2019 | NM | Hotel | 51 | % | 1 | |||||||||||||||||||||
126 |
Senior loan | 6/11/2015 | 15.7 | 15.7 | 15.6 | 4.80 | % (6) | 5.06 | % (6) | 4/30/2021 | FL | MHC | 71 | % | 3 | |||||||||||||||||||||
127 |
Senior loan | 6/11/2015 | 15.0 | 15.0 | 14.9 | 5.28 | % (6) | 5.57 | % (6) | 9/30/2020 | FL | MHC | 64 | % | 2 | |||||||||||||||||||||
128 |
Senior loan | 6/4/2015 | 14.1 | 14.1 | 13.9 | 5.45 | % | 6.39 | % | 10/1/2016 | Canada | Other | 50 | % | 2 | |||||||||||||||||||||
129 |
Senior loan | 6/4/2015 | 13.6 | 13.6 | 13.6 | 6.22 | % | 7.13 | % | 9/7/2016 | Canada | Other | 61 | % | 2 | |||||||||||||||||||||
130 |
Senior loan | 6/23/2015 | 13.4 | 13.4 | 13.2 | 7.33 | % | 7.82 | % | 3/13/2019 | CT | Other | 36 | % | 2 | |||||||||||||||||||||
131 |
Senior loan | 6/4/2015 | 15.0 | 12.2 | 12.6 | L + 3.50 | % | L + 3.82 | % | 6/1/2017 | Canada | Office | 58 | % | 3 | |||||||||||||||||||||
132 |
Mezzanine loan (5) | 9/3/2015 | 25.0 | 4.1 | 3.7 | L + 11.17 | % | L + 12.48 | % | 9/2/2019 | WA | Office | 65 | % | 2 | |||||||||||||||||||||
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|||||||||||||||||||||||
$ | 10,151.2 | $ | 9,413.0 | $ | 9,377.6 | 4.77 | % | 5.09 | % | 3.3 yrs | 64 | % | 2.1 | |||||||||||||||||||||||
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(1) |
Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans. |
(2) |
Date loan was originated or acquired by us, and the LTV as of such date. |
(3) |
As of September 30, 2015, our floating rate loans were indexed to various benchmark rates, with 84% of floating rate loans indexed to USD LIBOR. In addition, $1.1 billion of our floating rate loans earned interest based on floors that are above the applicable index, with an average floor of 0.64%, as of September 30, 2015. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs, and accrual of both extension and exit fees. |
(4) |
Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date. |
(5) |
In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. These mezzanine loan originations are therefore presented net of the related non-consolidated senior interests. |
(6) |
Loan consists of one or more floating and fixed rate tranches. Coupon and all-in yield assume applicable floating benchmark rate for weighted-average calculation. |
51
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk
Loan Portfolio Net Interest Income
Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income. As of September 30, 2015, 78% of our loans earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. As of September 30, 2015, 22% of our loans earned a fixed rate of interest, but are financed with liabilities that pay interest at floating rates, which resulted in a negative correlation to rising interest rates to the extent of our financing. In certain instances where we have financed fixed rate assets with floating rate liabilities, we have purchased interest rate caps to limit our exposure to increases in interest rates on such liabilities.
Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities. The following table details our loan portfolios sensitivity to interest rates by currency as of September 30, 2015 ($/£//C$ in thousands):
USD | GBP | EUR | CAD | |||||||||||||
Floating rate loans (1) |
$ | 6,142,039 | £ | 570,704 | | 132,699 | C$ | 246,816 | ||||||||
Floating rate debt (1)(2) |
(5,475,832 | ) | (474,795 | ) | (259,385 | ) | (684,235 | ) | ||||||||
|
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|
|||||||||
Net floating rate exposure (3) |
$ | 666,207 | £ | 95,909 | | (126,686 | ) | C$ | (437,419 | ) | ||||||
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|
(1) |
Our floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. |
(2) |
Includes borrowings under secured debt agreements and loan participations sold. |
(3) |
In addition, we have interest rate caps of $1.1 billion, £15.1 million, 152.7 million, and C$550.6 million to limit our exposure to increases in interest rates. |
Loan Portfolio Value
As of September 30, 2015, 22% of our loans earned a fixed rate of interest and as such, the values of such loans are sensitive to changes in interest rates. We generally hold all of our loans to maturity and so do not expect to realize gains or losses on our fixed rate loan portfolio as a result of movements in market interest rates.
Risk of Non-Performance
In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the additional debt service payments due from our borrowers may strain the operating cash flows of the collateral real estate assets and, potentially, contribute to non-performance or, in severe cases, default. This risk is partially mitigated by various facts we consider during our underwriting process, which in certain cases include a requirement for our borrower to purchase an interest rate cap contract.
Credit Risks
Our loans and investments are also subject to credit risk. The performance and value of our loans and investments depend upon the sponsors ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Managers asset management team reviews our investment portfolios and in certain instances is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.
In addition, we are exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting and asset management processes.
52
Capital Market Risks
We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our class A common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under credit facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.
Counterparty Risk
The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.
The nature of our loans and investments also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and active monitoring of the asset portfolios that serve as our collateral.
Currency Risk
Our loans and investments that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates. We mitigate this exposure by matching the currency of our foreign currency assets to the currency of the borrowings that finance those assets. As a result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign currency rates. In certain circumstances, we may also enter into foreign currency derivative contracts to further mitigate this exposure.
The following table outlines our assets and liabilities that are denominated in a foreign currency (£//C$ in thousands):
September 30, 2015 | ||||||||||||
Foreign currency assets |
£ | 658,959 | | 389,293 | C$ | 856,848 | ||||||
Foreign currency liabilities |
(475,714 | ) | (260,191 | ) | (685,510 | ) | ||||||
Foreign currency contracts - notional |
(96,900 | ) | (50,000 | ) | (162,000 | ) | ||||||
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Net exposure to exchange rate fluctuations |
£ | 86,345 | | 79,102 | C$ | 9,338 | ||||||
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We estimate that a 10% appreciation of the United States Dollar relative to the British Pound Sterling and the Euro would result in a decline in our net assets in U.S. Dollar terms of $27.8 million and $14.5 million, respectively, as of September 30, 2015. Substantially all of our net asset exposure to the Canadian Dollar has been hedged with foreign currency forward contracts.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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Changes in Internal Controls over Financial Reporting
There have been no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2015, we were not involved in any material legal proceedings.
ITEM 1A. | RISK FACTORS |
There have been no material changes to the risk factors previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as updated by the information disclosed under Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. | OTHER INFORMATION |
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, or ITRA, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures publicly filed by Travelport Worldwide Limited, which may be considered an affiliate of Blackstone and therefore our affiliate.
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10.1 | Letter Agreement, dated as of July 15, 2015 detailing certain amendments to the Purchase and Sale Agreement, dated as of April 10, 2015, by and among General Electric Capital Corporation and the other parties thereto. | |
10.2 | Amendment No. 1 to Third Amended and Restated Master Repurchase and Securities Contract, dated as of July 10, 2015 by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken Ont Finco, LLC, Parlex 5 Ken Eur Finco, LLC and Wells Fargo Bank, National Association. | |
31.1 | Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 + | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 + | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.1 | Section 13(r) Disclosure | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
+ |
This exhibit 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 liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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 thereunto duly authorized.
BLACKSTONE MORTGAGE TRUST, INC. |
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October 27, 2015 |
/s/ Stephen D. Plavin |
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Date |
Stephen D. Plavin |
|||
Chief Executive Officer |
||||
(Principal Executive Officer) |
||||
October 27, 2015 |
/s/ Paul D. Quinlan |
|||
Date |
Paul D. Quinlan |
|||
Chief Financial Officer |
||||
(Principal Financial Officer) |
||||
October 27, 2015 |
/s/ Anthony F. Marone, Jr. |
|||
Date |
Anthony F. Marone, Jr. |
|||
Principal Accounting Officer |
57
Exhibit 10.1
General Electric Capital Corporation
901 Main Avenue
Norwalk, Connecticut 06851
July 15, 2015
BRE Imagination Holdco LLC
c/o The Blackstone Group
345 Park Avenue, 42nd Floor
New York, New York 10154
Attention: William Stein and Judy Turchin
Re: Letter Agreement ( Letter Agreement ) detailing certain amendments to the Purchase and Sale Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Purchase and Sale Agreement, dated as of April 10, 2015 (the Purchase Agreement ), by and among General Electric Capital Corporation, a Delaware corporation ( Seller , and, in its capacity as the Seller Representative under the Purchase Agreement, the Seller Representative ), on the one hand, and BRE Imagination Holdco LLC, a Delaware limited liability company, BRE Imagination Germany I LLC, a Delaware limited liability company, and BRE Imagination Germany II LLC, a Delaware limited liability company (collectively, Purchaser ), on the other hand. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Purchase Agreement.
A. | Certain Equity Assets . The last sentence of Section 1.2(b)(ii) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
Notwithstanding the foregoing, in no event shall the Unadjusted Purchase Prices set forth on Schedule 1 or Schedule 3 , as applicable, for the following assets be adjusted pursuant to Section 1.2 or Section 1.4 of this Agreement (and the applicable Unadjusted Purchase Prices set forth on Schedule 1 or Schedule 3 , as applicable, shall be included for such assets in the Estimated Initial Equity Purchase Price or the Estimated Initial Deferred Purchase Price, as applicable, without any such further adjustment):
(A) the Purchased Interests on Schedule 1 with respect to the Purchased Entity known as Martinez Cogen Limited Partnership;
(B) the Purchased Interests on Schedule 3 with respect to the Purchased Entities known as Artemis Zweite Grundstücksver-waltungsgesellschaft mbH & Co. Beteiligungs KG, Artemis Vierte Grundstücksver-waltungsgesellschaft mbH & Co. Beteiligungs KG, Artemis Grundstücksver-waltungsgesellschaft mbH & Co. Beteiligungs KG, Artemis Dritte Grundstücksver-waltungsgesellschaft mbH & Co. Beteiligungs KG, and Artemis Grundstücksver-waltungsgesellschaft mbH;
(C) the Purchased Interests on Schedule 3 with respect to the Purchased Entity known as Petrarca Fondo Comune di Investimento di Tipo Chiuso; and
(D) the Purchased Interests on Schedule 1 with respect to the Purchased Entity known as Kimex Retail Land and Development Fund I, LP (the Kimco Interest ) (except that, solely with respect to the Equity Asset described in this clause (D), the applicable Unadjusted Purchase Price set forth on Schedule 1 with respect to such Equity Asset shall be (x) increased (on a dollar-for-dollar basis) at the applicable Closing by an amount equal to any capital contributions made by any Seller Party or Affiliate thereof to such Purchased Entity from March 31, 2015 through the applicable Closing Date, and (y) decreased (on a dollar-for-dollar basis) at the applicable Closing by an amount equal to any distribution received by any Seller Party or Affiliate thereof from such Purchased Entity from March 31, 2015 through the applicable Closing Date.
1
B. | Petrarca . With respect to the Option Purchased Entity known as Petrarca Fondo Comune di Investimento di Tipe Chiuso, the reference on Schedule 3 of the Purchase Agreement in the column labeled Option Unadjusted Asset Purchase Price Amount (EUR) to 22,400,000 shall be deleted and replaced with EUR 500,000. |
C. | Belgium and Switzerland . The Parties acknowledge and agree that as of the Initial Equity Closing Date, the Properties situated in Belgium and Switzerland shall constitute Deferred Assets for purposes of this Agreement. |
D. | Acquisition of Mexican SOFOM . The Seller Parties and the Purchaser Parties agree as follows: |
a. | The Purchaser Parties shall acquire the Interests in CRE Administradora de Cartera, S.A. de C.V., SOFOM, ENR (the SOFOM and the Interests therein, the Purchased SOFOM Interests ). The SOFOM shall be treated as a Purchased Entity for all purposes of the Purchase Agreement and Purchased SOFOM Interests shall be treated as Purchased Interests for all purposes of the Purchase Agreement. Schedules 1 , 3.9(a) , 3.9(b) , 3.9(c) and 5.1(i)(E) to the Purchase Agreement shall be amended to add as additional information relating to the SOFOM and the Purchased SOFOM Interests, as set forth on Schedule B attached hereto, in each case, as if such information had been included on the applicable schedule as of the date of the Purchase Agreement. |
b. | The Purchaser Parties shall acquire the Purchased SOFOM Interests in lieu of purchasing the Purchased Commercial Loans set forth on Schedule C (the SOFOM Loans ) attached hereto and the Unadjusted Purchase Price payable to the Seller Parties with respect to the Purchased SOFOM Interests shall be the amount of the aggregate amount of the Unadjusted Purchase Prices for the SOFOM Loans (which aggregate Unadjusted Purchase Price shall constitute the Unadjusted Purchase Price for the Purchased SOFOM Interests and shall be adjusted in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement). |
c. | The acquisition of the SOFOM Interests (the SOFOM Acquisition ) shall happen prior to the Transfer (by way of factoring) of the Purchased Commercial Loans set forth on Schedule C-2 (the Non-SOFOM MX Loans ), which Non-SOFOM MX Loans, subject to the conditions set forth in the Purchase Agreement, shall be transferred from the Seller Parties to the SOFOM following the SOFOM Acquisition. |
E. | Acquisition of OC Slovakia s.r.o . The Seller Parties and the Purchaser Parties agree as follows: |
a. |
The Purchaser Parties shall acquire the Interests in OC Slovakia s.r.o. (the Slovakian SPV and the Interests therein, the Slovakian Interests ). The Slovakian SPV shall be treated as a Purchased Entity for all purposes of the Purchase Agreement and Slovakian Interests shall |
be treated as Purchased Interests for all purposes of the Purchase Agreement. Schedules 1 , 3.9(a) , 3.9(b) and 3.9(c) to the Purchase Agreement shall be amended to add as additional information relating to the Slovakian SPV and the Slovakian Interests, as set forth on Schedule B attached hereto, in each case, as if such information had been included on the applicable schedule as of the date of the Purchase Agreement. |
b. | The Purchaser Parties shall acquire the Slovakian Interests in lieu of purchasing the Properties described as Euromax Nitra, Euromax Poprad, Euromax Trencin and Euromax - Trnava on Schedule 2 of the Purchase Agreement (the Slovakian Properties ), and, notwithstanding anything to the contrary in the Purchase Agreement, the Unadjusted Purchase Price payable to the Seller Parties with respect to the Slovakian Interests shall be the amount of 1. |
c. | Notwithstanding Section 1.4(a)(iv)(C)(1) of the Purchase Agreement or anything else to the contrary therein, the Seller Parties and Purchaser Parties agree that the intracompany receivables with respect to the Slovakia SPV (the Slovakian Intracompany Receivables ) shall not be settled at or prior to Closing and shall instead be Transferred (by way of assignment of the applicable loan documentation) to the Purchaser Parties (and such Transfer of the Slovakian Intracompany Receivables and related loan documentation shall constitute an asset Transfer for purposes of the Purchase Agreement, including that (i) the applicable Purchaser Party acquiring such Slovakian Intracompany Receivables and related loan documentation shall be deemed to have made the representations and warranties set forth in Article IV of the Purchase Agreement with respect to the acquisition of such assets and (ii) the applicable Seller Party Transferring such Slovakian Intracompany Receivables and related loan documentation shall be deemed to have made the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.19 and 3.22 of the Purchase Agreement with respect to the Transfer of such assets). The aggregate purchase price for the Slovakian Intracompany Receivables shall be equal to the aggregate amount of the Unadjusted Purchase Prices for the Slovakian Properties (which aggregate Unadjusted Purchase Prices shall be adjusted in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement) |
d. | The Parties acknowledge and agree that, for U.S. federal income Tax purposes (and, where applicable, state, local, and foreign Tax purposes): (i) the applicable Purchaser Party of the Slovakian Intracompany Receivables shall be treated as purchasing, and GE Capital Eireann Funding I shall be treated as selling, all rights, interest and obligations of GE Capital Eireann Funding I under that certain Revolving Credit Agreement, dated December 27, 2013 for an amount equal to 58,345,562; and (ii) the Transfer of the Purchaser Interests in Slovakia SPV shall be treated as a transaction governed by Rev. Rul. 99-6, whereby each of GE Capital Investment Holding B.V. and GE Real Estate Czech Republic s.r.o. are treated as selling interests in Slovakia SPV for 1 and the applicable Purchaser Party acquiring the Purchased Interests in Slovakia SPV is treated as acquiring the assets of Slovakia SPV from each of GE Capital Investment Holding B.V. and GE Real Estate Czech Republic s.r.o. |
F. | Acquisition of GE Real Estate Developments Limited . The Seller Parties and the Purchaser Parties agree as follows: |
a. |
The Purchaser Parties shall acquire the Interests in GE Real Estate Developments Limited (the GERED and the Interests therein, the GERED Interests ). The GERED shall be treated as a Purchased Entity for all purposes of the Purchase Agreement and the GERED Interests shall be treated as Purchased Interests for all purposes of the Purchase Agreement. Schedules 1 , 3.9(a) , 3.9(b) and 3.9(c) to the Purchase Agreement shall be amended to add as |
additional information relating to the GERED and the GERED Interests, as set forth on Schedule B attached hereto, in each case, as if such information had been included on the applicable schedule as of the date of the Purchase Agreement. |
b. | The Purchaser Parties shall acquire the GERED Interests in lieu of purchasing the Property described as REUK London EC4 98 Fetter Lane & 12 Norwich Street on Schedule 2 of the Purchase Agreement (the Fetter Lane Property ). The Unadjusted Purchase Prices payable to the Seller Parties with respect to the GERED Interests, respectively, shall be the amount of the aggregate amount of the Unadjusted Purchase Price for the Fetter Lane Property (which aggregate Unadjusted Purchase Price shall constitute the Unadjusted Purchase Price for the GERED Interests and shall be adjusted in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement). For the avoidance of doubt, the Property described as REUK Croydon 57 Croydon Road (Paynes Poppets) on Schedule 2 of the Purchase Agreement shall be Transferred to the Purchaser Parties prior to the acquisition of the GERED Interests by the Purchaser Parties. |
G. | Acquisition of Soldeva Grupo de Inversiones . The Seller Parties and the Purchaser Parties agree as follows: |
a. | The Purchaser Parties shall acquire the Interests in Soldeva Grupo de Inversiones 2006, S.L. ( Soldeva and the Interests therein, the Soldeva Interests ). Soldeva shall be treated as a Purchased Entity for all purposes of the Purchase Agreement and the Soldeva Interests shall be treated as Purchased Interests for all purposes of the Purchase Agreement. Schedules 1 , 3.9(a) , 3.9(b) and 3.9(c) to the Purchase Agreement shall be amended to add as additional information relating to Soldeva and the Soldeva Interests, as set forth on Schedule B attached hereto, in each case, as if such information had been included on the applicable schedule as of the date of the Purchase Agreement. |
b. | The Purchaser Parties shall acquire the Soldeva Interests in lieu of purchasing the Property described as Cortefiel-Aranjuez, Sector XI (78064001); Paseo del Deleite, s/n, Aranjuez, ESP on Schedule 2 of the Purchase Agreement (the Soldeva Property ). The Unadjusted Purchase Prices payable to the Seller Parties with respect to the Soldeva Interests, respectively, shall be the amount of the amount of the Unadjusted Purchase Price for the Soldeva Property (which Unadjusted Purchase Price shall constitute the Unadjusted Purchase Price for the Soldeva Interests and shall be adjusted in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement). |
c. |
In addition, the Parties acknowledge and agree that Soldeva is currently the plaintiff/claimant in an Action known as Juicio ordinario 984/2013, First Instance Court n.92 of Madrid pursuant to which Soldeva has claimed damages from is Lloyds Syndicate 4472 (the Soldeva Proceeding ). The Parties hereby agree that, notwithstanding the Transfer of the Soldeva Interests to applicable Purchaser Party, all right, title and interest relating to the Soldeva Proceeding (and any costs of any kind or proceeding relating thereto) shall be retained by the Seller Parties. In furtherance of the foregoing, within five (5) Business Days following the applicable Closing Date with respect to the Transfer of the Soldeva Interests, Soldeva shall send a written notice to both the court representative ( procurador ) with respect to the Soldeva Proceeding and the applicable counsel representing Soldeva in connection with the Soldeva Proceeding to inform such Persons of the matters described in this paragraph G.c. For so long as the Soldeva Proceeding remains outstanding, the Seller Parties shall have the full right to determine, in their sole and absolute discretion, all actions to be taken in connection with the Soldeva Proceeding, including, without limitation, litigating, |
settling, waiving, compromising, appealing, challenging and/or enforcing the claim or parts of the claims related to the Soldeva Proceeding. In addition, in the event that any amounts become payable to Soldeva in connection with the Soldeva Proceeding (whether by judgment, settlement or otherwise), all such amounts (net of any taxes, charges or fees due in connection with the collection thereof) shall be paid to the applicable Seller Party as soon as reasonably practicable and in any event within fourteen days of receipt by Soldeva of such amounts (without deduction). For purposes of clarity, the Seller Parties shall bear all proper costs of any kind arising out of or in connection with the Soldeva Proceeding. |
H. | Section 5.5(a) . The third sentence of Section 5.5(a) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
Except to the extent provided for in Section 5.5(b) , Transfer Taxes arising as a result of the Transactions shall be for the account of the Seller Parties, other than Transfer Taxes (if any) arising as a result of the Transactions set forth in Schedule 5.5(a) ; provided , however , that the Purchaser Parties shall bear EUR 5,000,000 of Transfer Taxes relating to the transfer of French-situated Equity Entities or Properties otherwise to be borne by the Seller Parties under this Section 5.5 , which amount shall be in addition to the amount of any Transfer Taxes which may be due on the Transactions set forth on Schedule 5.5(a) .
I. | Section 5.5(c) . The following shall be added to the Purchase Agreement as new Section 5.5(c) of the Purchase Agreement immediately following Section 5.5(b) of the Purchase Agreement: |
In respect of European situated Equity Entities or Properties, any Transfer Taxes for the account of, or borne by, the Seller Parties pursuant to this Section 5.5 shall be paid, (i) by a Seller Party directly to the relevant Tax Authority so far as permitted by applicable Laws, or (ii) where Transfer Taxes are required to be paid to the relevant Tax Authority by a notary pursuant to applicable Laws, by the concerned Purchaser Party to such notary as part of the Unadjusted Purchase Price to the extent such Transfer Taxes are non-recoverable, or (iii) otherwise shall be paid to a Purchaser Party for payment by such Purchaser Party to the relevant Tax Authority. Any Transfer Taxes for the account of, or borne by, the Purchaser Parties pursuant to this Section 5.5 (except for any Transfer Taxes to be borne by the Purchaser Parties pursuant to Section 5.5(a) in respect of the transfer of French-situated Equity Entities or Properties) shall be paid, (x) by a Purchaser Party directly to the relevant Tax Authority so far as permitted by applicable Laws, in which case the Unadjusted Purchase Price shall not be reduced by such Transfer Taxes, or (y) otherwise shall be paid to a Seller Party for Payment by such Seller Party to the relevant Tax Authority. Where a payment is required between Parties pursuant to this Section 5.5(c) , the Parties agree to use their respective Commercially Reasonable Efforts to ensure that payments are made between the Seller Party actually selling the relevant Purchased Interest, Transferred Property or Purchased Commercial Loan and the Purchaser Party actually purchasing such relevant Purchased Interest, Transferred Property or Purchased Commercial Loan by way of an adjustment to the Unadjusted Purchase Price.
J. | Section 5.6(d) . For the avoidance of doubt, the term refund, as used in Section 5.6(d) of the Purchase Agreement, shall include refundable tax credits, such as the IRES credit, but only to the extent the Purchaser Parties or the Seller Parties actually receive cash with respect to refundable tax credits (or a refundable tax credit offsets actual tax payable). |
K. | Section 5.6(c) . Section 5.6(c) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
The Seller Parties shall prepare all Tax Returns of the Purchased Entities and any Subsidiaries thereof for periods ending on or prior to the applicable Closing Date ( Pre-Closing Tax Periods ). All such Tax Returns shall be prepared consistent with the past practices of the Seller Parties unless otherwise required by applicable law. Regarding any such Tax Returns prepared after the Closing Date (except for (x) any Tax Returns to be filed with a Tax Authority in Mexico with respect to income (the Mexico Tax Returns ), and (y) any Tax Returns related to value added Taxes (the VAT Tax Returns )), the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Tax Return (on a stand-alone pro forma basis) at least thirty (30) days before the due date for filing, including any applicable extensions (unless the applicable due date is less than sixty (60) days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties such draft Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have fifteen (15) days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. Regarding any such Mexico Tax Returns or VAT Tax Returns prepared after the Closing Date, the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Mexico Tax Return or VAT Tax Return (on a stand-alone pro forma basis) at least five (5) Business Days before the due date for filing, including any applicable extensions (unless the applicable due date is less than five (5) Business Days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchasing Parties such draft Mexico Tax Returns or VAT Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have three (3) Business Days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Mexico Tax Returns or VAT Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. The Seller Parties shall timely file, or cause to be timely filed, such Tax Returns (including Mexico Tax Returns and VAT Tax Returns) for the Pre-Closing Tax Periods and timely pay, or cause to be timely paid, all Taxes shown as due thereon.
L. | Section 5.8(a) . Section 5.8(a) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
Except (i) as otherwise provided in this Section 5.8(a) , (ii) as set forth on Schedule 5.1(i)(E) , or (iii) pursuant to an Alternative Transaction undertaken in accordance with Section 1.5 (specifically including any requirements for consent set forth therein), no election pursuant to Section 338(g) of the Code (or any corresponding provision of state, local, or foreign Tax Law) shall be made with respect to the Transactions contemplated by this Agreement without the prior written consent of the applicable Purchaser Parties and applicable Seller Parties. Any request by any Party to make such election shall be given good faith consideration by the other Party. Notwithstanding anything to the contrary in this Section 5.8(a) , the applicable Purchaser Parties shall make a valid and timely election under Section 338(g) of the Code for SOFOM and shall not assign any rights or obligations under this Agreement in such a manner that could reasonably be expected to prevent such election from being valid, effective or timely. Any state or local Transfer Taxes that arise as a result of any election under Section 338(g) of the Code with respect to the Transactions contemplated hereunder shall be governed by Section 5.5 hereof.
M. | Commercial Backlog Assets . The second sentence of Section 5.23 of the Purchase Agreement shall be amended and restated in its entirety as follows: |
In the event that the Seller Parties elect to fund or sell any Commercial Loan Backlog prior to an applicable Closing (each a Backlog Asset ), the Purchaser Parties shall have the right, but not the obligation, to acquire such Backlog Asset in accordance with the terms of this Agreement.
N. | Exercise of Option . The Parties acknowledge and agree that the requirement in Section 6.1 of the Purchase Agreement that the Option be exercised with respect to all (but not less than all) was not intended to (a) restrict the sale, disposition or Transfer of the Property listed as Artemis Leipzig (LEP) on Schedule 3 (the Leipzig Property ), or (b) eliminate the ability of the Seller Parties to exercise the Option in the event of the sale, disposition or Transfer of the Leipzig Property. As such, for purposes of clarity, Section 6.1 of the Purchase Agreement shall be amended to add the following sentence as the final sentence of Section 6.1 of the Purchase Agreement: |
Notwithstanding anything to the contrary contained herein, the sale, disposition or Transfer of the Property listed as Artemis - Leipzig (LEP) on Schedule 3 (the Leipzig Property ) shall not prevent any right of Seller to exercise the Option in accordance with the terms of this Section 6.1 and the Option shall remain exercisable during the Option Period following the sale, disposition or other Transfer of any of the Leipzig Property.
O. | Deferred Assets . |
a. | A new Section 7.1(a)(iii) is hereby added to the Purchase Agreement as follows: |
In the event at any applicable Closing of a Purchased Interest with Underlying Properties located in the United States, a Purchased Entity owns an Excluded Asset and one or more other Underlying Properties, then, in such case, the applicable Purchased Interest shall be deemed a Deferred Asset until the earlier of (1) such time as the Purchased Entity no longer owns the Excluded Asset, or (2) the Seller Parties and the Purchaser Parties have agreed to an alternative manner of Transferring the Purchased Interests or Underlying Properties that are not Excluded Assets to the applicable Purchaser Parties (subject to any required consent of the Operating Partner) (the Alternative Purchased Interest Structure ).
b. | A new Section 7.1(b)(iii) is hereby added to the Purchase Agreement as follows: |
With respect to any Purchased Entity that owns Underlying Property located in the United States, in the event an Alternative Purchased Interest Structure is agreed to prior to the Closing Notice Date or the Seller Parties have notified the Purchaser Parties in writing on the Closing Notice Date that a Purchased Interest in a Purchased Entity can be Transferred and such Purchased Entity does not own any Excluded Assets, the applicable Deferral Condition shall be deemed satisfied. In the event the applicable Excluded Assets have not been Transferred from the applicable Purchased Entity on or prior to the Closing Notice Date or an Alternative Purchased Interest Structure has not been agreed to, but the applicable Excluded Assets have been transferred from the applicable Purchased Entity prior to the Closing Date to which the Closing Notice Date relates or an Alternative Purchased Interest Structure has been agreed to, the Purchaser Parties shall have the option to, but will not be required to, close the Transfer of the applicable Purchased Interest on such Closing Date. If the Purchaser Parties do not elect to close the Transfer on such Closing Date, subject to the terms and conditions of this Agreement, the Closing with respect to such Purchased Interest shall be deferred until the next occurring Deferred Closing Date. With respect to any such deferred Purchased Interest with respect to which an Operating Partner has executed a consent, the Buy-Sell Discussion Period shall be delayed and in the event a Closing with respect to such
Purchased Interest has not occurred or an Alternative Purchased Interest Structure is not agreed to on or before October 31, 2015 (except to the extent that the applicable Operating Partner is in breach or default of its obligations under the applicable consent related to the Transactions, in which case, the applicable date shall be the date of such breach or default), the Buy-Sell Discussion Period shall begin on October 31, 2015 and the provisions of Section 7.1(c) shall be applicable (except to the extent that the applicable Operating Partner is in breach or default of its obligations under the applicable consent related to the Transactions, in which case, the applicable date shall be the date of such breach or default).
c. | Section 2.3(f)(i) of the Purchase Agreement shall be amended and restated as follows: |
Upon receipt of the notice described in Section 2.3(c) , the Seller Parties shall have the right, by the date that is ten (10) Business Days after receipt of notice of such Title Objection (or no later than five (5) Business Days prior to the applicable Closing Date, unless the applicable notice of such Title Objection is provided within five (5) Business Days of the applicable Closing Date) or such other date as expressly provided herein, by written notice to the Purchaser Parties with respect to each Property affected by any such Material Title Exceptions, to elect to cure such Material Title Exception in accordance with Section 2.3(h) . If the Seller Parties (x) do not elect to cure any Material Title Exception, or (y) in the event the Seller Parties have elected to cure any Material Title Exception and fail to cure in accordance with Section 2.3(h) by the applicable Closing Date, the Purchaser Parties shall have the election to either (A) terminate this Agreement with respect to such Purchased Commercial Loan, Transferred Property, Purchased Entity (if such Purchased Entity owns Underlying Property located outside of the United States) or Underlying Property (if such Underlying Property is located in the United States), in which case such Purchased Commercial Loan, Transferred Property, Purchased Entity or Underlying Property shall be deemed an Excluded Asset, or (B) proceed to Closing with respect to the affected Transferred Property, Purchased Commercial Loan or Purchased Interest; provided, however, that, in the event that the Seller Parties have elected to cure any such Material Title Exception, then the Purchaser Parties shall not be entitled to terminate this Agreement with respect the applicable Purchased Commercial Loan, Transferred Property or Purchased Interests for so long as the Seller Parties shall be using their Commercially Reasonable Efforts to cure such Material Title Exception or any Debt Removal Exception.
d. | Section 1.1(d) of the Purchase Agreement is hereby amended by adding the words Underlying Property, after the words Transferred Property, in the first line thereof. |
P. | Specific Venture Buy-Sells . The Seller Parties and the Purchaser Parties agree as follows: |
a. |
for the Purchased Interests listed on Schedule 1 of the Purchase Agreement with respect to the Purchased Entities known as CCS FUNDING, LLC, the reference to May 31, 2015 in Section 7.2(c)(i) of the Purchase Agreement shall be changed to June 30, 2015 (except to the extent that an agreement (the CCS Funding Transfer Agreement ) with respect to the sale or Transfer of the interests in the CCS Funding, LLC joint venture to the Operating Partner thereof has been executed on or prior to June 30, 2015, in which case, the applicable Buy-Sell Discussion Period shall commence on the earlier of (i) August 31, 2015, and (ii) the date that is fifteen (15) days following the termination or expiration of the CCS Funding Transfer Agreement). For the avoidance of doubt, and notwithstanding anything to the contrary contained in the Purchase Agreement, (x) the Purchaser Parties shall not have any obligation to acquire the Properties held by the CCS Funding, LLC joint venture or any Purchased Interest in such joint venture unless either (A) the Autumn Creek Property is included in such |
sale or (B) the Autumn Creek Property has been sold and any excess proceeds thereof delivered to the Purchaser Parties in accordance with the Sale Consent, (y) subject to clause (x), if the Seller Parties have the right to take control of the CCS Funding, LLC joint venture as of August 31, 2015, the Properties owned directly or indirectly by the CCS Funding, LLC (or otherwise distributed to the Seller Parties) shall be deemed Transferred Properties and the Seller Parties shall cause the Transfer such Transferred Properties to the Purchaser Parties on the next applicable Deferred Closing Date (or such later Deferred Closing Date on which all consents have been received for the Seller Parties to Transfer such Properties to the Purchaser Parties), and (z) if the Seller Parties do not have the right to take control of the CCS Funding, LLC and CCS Funding, LLC has either sold the Autumn Creek Property and delivered proceeds thereof to the Purchaser Parties pursuant to the consent executed by Seller Parties and Purchaser Parties as of the date hereof (the Sale Consent ) or the Autumn Creek Property is still owned by the CCS Funding, LLC joint venture. |
b. | in the event the Seller Parties and the Purchaser Parties enter into a consent with the partner in JPI Lifestyle Apartment Communities, L.P. (the JPI JV ) pursuant to the terms of which the Seller Parties and the partner in the JPI JV agree to Transfer the Underlying Properties in the JPI JV in fee, such Underlying Properties shall be considered Transferred Properties for all purposes under the Purchase Agreement, excluding the provisions of Article III and Section 5.1 thereof. In connection with the foregoing, if, the consent of the ground lessor with respect to the Underlying Property known as Jefferson at Inigo Crossing (the Inigo Property ) is not obtained and pursuant to any consent signed with respect to the JPI JV, the JPI JV transfers to the Purchaser Parties the interests the JPI JV holds in the Equity Entity that holds a real estate interest in the Inigo Property, such Underlying Property shall remain an Underlying Property and the interests in the Equity Entity that holds a real estate interest in such Underlying Property shall be considered Purchased Interests for all purposes under this Agreement, excluding the provisions of Article III and Section 5.1 hereof. |
c. | the reference to May 31, 2015 in Section 7.2(c)(i) of the Purchase Agreement shall be changed to July 16, 2015. |
Q. | Italian SGR Closing . The following shall be added to the Purchase Agreement as new Section 7.4 of the Purchase Agreement immediately following Section 7.3 of the Purchase Agreement: |
7.4 Italian SGR . The Parties acknowledge and agree that (a) the Purchaser Parties intend, pursuant to Section 12.9 hereof, to designate as a Purchaser Party Designee of those certain Properties listed as Rome via Veneziani A B C D and Medici Milan via Cardano on Schedule 2 (collectively, the Italian SGR Assets ) a newly formed real estate fund (the New Fund ) that will be created and managed by an Italian regulated asset management company ( società di gestione del risparimio ) (the SGR ), approved and duly enrolled with the register kept by the Bank of Italy, and (b) the New Fund will not be established and be fully operational before the Initial Equity Closing Date. The Seller Parties and the Purchaser Parties hereby agree that (i) the Purchaser Parties hereby waive (x) all rights to designate the Italian SGR Assets as Designated Equity Assets under this Agreement, (y) other than with respect to any Material Title Exception caused by the Seller Parties or their Affiliates after July 14, 2015, all rights and remedies under Section 2.4 with respect to the Italian SGR Assets, and (z) all rights and remedies related to the termination of the Agreement with respect to the Italian SGR Assets under Section 2.3 as a result of any Material Title Exception; (ii) the Purchaser Parties hereby waive as of the Initial Equity Closing Date each of the conditions under Section 9.4(a) with respect to the Italian SGR Assets and in no event shall the Purchaser Parties be entitled to delay the Deferred Closing on the Italian SGR Assets
as a result of the failure of such condition to be satisfied; (iii) as of the Initial Equity Closing Date, the Italian SGR Assets shall constitute Deferred Assets for purposes of this Agreement; and (iv) as of each Deferred Closing Date occurring after the Initial Equity Closing Date, the Italian SGR Assets shall continue to constitute Deferred Assets unless the Purchaser Parties shall have previously provided notice to the Seller Parties that the New Fund has been established and is fully operational, provided , however , that, notwithstanding anything to the contrary in this Agreement, the Deferred Closing with respect to the Italian SGR Assets shall occur no later than September 30, 2015 (regardless of whether the New Fund and SGR have been established and has become fully operational and regardless of whether a Deferred Closing is otherwise scheduled for September 30, 2015), which date may be extended to October 31, 2015 in the Seller Parties sole discretion.
R. | Italian Retail Closing . The following shall be added to the Purchase Agreement as new Section 7.4 of the Purchase Agreement immediately following Section 7.3 of the Purchase Agreement: |
7.5 Italian Retail . The Seller Parties have requested that, in lieu of the Purchaser Parties purchasing the Purchased Interests described as Gran Commercio Srl on Schedule 1 of the Purchase Agreement, the Purchaser Parties instead acquire the Interests in GE Real Estate Italia Retail S.r.l ( GE Italia and the Interests therein, the GE Italia Interests ) on August 5, 2015 (the Italian Retail Closing Date ). The Seller Parties shall provide all Diligence Materials in respect of GE Italia as reasonably requested by the Purchaser Parties, and the Purchaser Parties shall perform due diligence on GE Italia. If such diligence is completed to the satisfaction of the Purchaser Parties (in their sole and absolute discretion) prior to the Italian Closing Date, then the Parties agree that the Purchaser Parties shall acquire the GE Italia Interests on the Italian Closing Date and the Parties shall enter into any agreements (including any side letters or amendments to the Purchase Agreement) required to memorialize such purchase. If such diligence is not complete to the satisfaction of the Purchaser Parties by the Italian Closing Date, then either (a) the Parties shall defer the Italian Closing Date to a date mutually agreed upon by the parties or (b) the Purchaser shall purchase the Purchased Interests described as Gran Commercio Srl, as originally contemplated in the Purchase Agreement, on the Italian Closing Date.
S. | Initial Debt Closing Date . Section 9.1(a) and Section 9.1(b) of the Purchase Agreement shall be amended and restated in their entirety as follows: |
(a) The Initial Debt Closing Date occurred on May 20, 2015.
(b) The Initial Equity Closing shall occur on July 15, 2015 (the Initial Equity Closing Date ). For purposes of this Agreement the Applicable Initial Closing Date shall mean the Initial Equity Closing Date or the Initial Debt Closing Date as the context requires.
T. | Certain Governmental and Regulatory Approvals . |
a. | The following shall be added to the Purchase Agreement as a new sentence at the end of Section 9.2(a)(ii) of the Purchase Agreement: |
For the avoidance of doubt, it shall be a condition to each Partys obligation to effect the Transaction in respect of the Property listed as Silver Forum; ul. Strzegomska 2-4, Wroclaw, Poland on Schedule 2 (the Polish Property ) that either (x) a tax ruling by the applicable Polish tax authorities shall have been issued to each of the Purchaser Parties and the Seller Parties (the Polish Tax Rulings ), or (y) the applicable waiting period under the applicable Polish tax regulations (plus five (5) extra Business Days) shall have expired.
b. | For purposes of this Section, a Negative Ruling means a Polish Tax Ruling which does not acknowledge the interpretation of the sale presented in a Partys application submitted to the Polish tax authorities prior to the date hereof. In the event that one (but not both) of the Polish Tax Rulings is a Negative Ruling, the Parties acknowledge and agree that in such case (1) the Seller Parties shall issue a VAT invoice to the Purchaser Parties and the Purchaser Parties shall pay such amount to the Seller Parties and the Seller Parties shall pay such amount to the applicable Polish tax authorities and (2) the Purchaser Parties shall also pay an amount equal to the transfer tax due pursuant to the Negative Ruling to the applicable Polish tax authorities. The Seller Parties shall pay an amount equal to the amount of such transfer tax to the Purchaser Parties as per the relevant Closing Statement in respect of the Polish Property pursuant to which the net proceeds receivable by the Seller Parties shall be the Unadjusted Purchase Price less such transfer tax. |
c. | In the event that either or both of the Polish Tax Rulings is a Negative Ruling, the Parties agree to use commercially reasonable efforts to (i) appeal (and to cooperate with each other to appeal) any Negative Ruling, (ii) cooperate with each other to obtain refunds of any Taxes found to not have been due and payable following any such appeal (whether such Taxes constitute transfer taxes or VAT). |
d. | (i) If at any time the Seller Parties receive a refund of VAT paid on the transaction, the Seller Parties agree to pay such amount to the Purchaser Parties, and (ii) if at any time the Purchaser Parties receive a refund of transfer taxes paid on the transaction, the Purchaser Parties agree to pay such amount to the Seller Parties, provided that in respect of either (i) or (ii) above, the Parties agree to consult with one another regarding the most efficient method to make such payments. Further, the Purchaser Parties shall not be liable to pay VAT to the extent the Transfer of the Polish Property is found as a result of both of the final Polish Tax Rulings or appeals to be subject to Transfer Tax unless such VAT has already been paid to the tax authorities and a refund is not successfully obtained after each party using commercially reasonable efforts. |
U. | Certain Deferred Closing Dates with respect to Purchased Commercial Loans . Pursuant to Section 9.5(b) of the Purchase Agreement, the Seller Representative (on behalf of the Seller Parties) and the Purchaser Representative (on behalf of the Purchaser Parties) mutually acknowledge and agree that (in addition to any other Deferred Closing) a Deferred Closing with respect to Purchased Commercial Loans occurred on each of the following dates: May 28, 2015, June 4, 2015, June 11, 2015, June 23, 2015, June 30, 2015 and July 9, 2015. |
V. | Outside Debt Date . Clause (x) of Section 10.4(c) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
(x) with respect to any Purchased Commercial Loan, the applicable Deferred Closing shall not have occurred on or prior to the Outside Debt Date (or, in the case of any Purchased Commercial Loans in France, the date that is the later of (A) thirty (30) days following the conclusion of the consultations with the Works Councils or Employee Representative Bodies in France, and (B) thirty (30) days following the receipt of all applicable approvals under Antitrust Laws (but, in no event, later than March 31, 2016));
W. | Outside Equity Asset Date . Clause (y) of Section 10.4(c) of the Purchase Agreement shall be amended and restated in its entirety as follows: |
(y) with respect to any Equity Asset, the applicable Deferred Closing shall not have occurred on or prior to the Outside Equity Date (or (1) in the case of Equity Assets in France, the date that is the later of (A) thirty (30) days following the conclusion of the consultations with the Works Councils or Employee Representative Bodies in France, (B) thirty (30) days following the receipt of all applicable approvals under Antitrust Laws, and (C) thirty (30) days following the receipt or waiver of any applicable Pre-Emptive Rights with respect to the applicable Equity Assets (but, in no event, later than March 31, 2016), or (2) in the case of any Equity Assets that are Purchased Interests with respect to which the Buy-Sell Discussion Period commences on or after July 16, 2015, the later of (i) February 15, 2016, and (ii) the earlier of (a) the date on which the applicable Purchased Interest is transferred to the Operating Partner, or (b) if a Seller Party takes ownership of the applicable Underlying Properties and such Underlying Properties become Transferred Properties, the date on which all consents have been received for the Seller Parties to Transfer such Properties to the Purchaser Parties).
X. | Section 11.3 . Section 11.3 of the Purchase Agreement shall be amended to add the following as new Section 11.3(g): |
(g) Post-Closing Taxes.
Y. | Section 11.4 . Section 11.4 of the Purchase Agreement shall be amended and restated in its entirety as follows: |
The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by Laws (including by a determination of a Tax Authority that, under applicable Laws, is not subject to further review or appeal). The Parties agree to use their respective Commercially Reasonable Efforts to ensure that any such payments are made between the Seller Party actually selling the relevant Purchased Interest, Transferred Property or Purchased Commercial Loan and the Purchaser Party actually purchasing such relevant Purchased Interest, Transferred Property or Purchased Commercial Loan.
Z. | Section 12.9 . Section 12.9 of the Purchase Agreement shall be amended and restated in its entirety as follows: |
This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights, interests or obligations under this Agreement, may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any attempted or purported assignment in violation of this Section 12.9 shall be null and void and of no force or effect. Notwithstanding the foregoing, (a) the Seller Parties shall have the right to assign or delegate, in whole or in part, by operation of law or otherwise, any of its rights, interests or obligations under this Agreement to any Affiliate of the Seller Parties, provided that no such assignment or delegation shall release any Seller Party from its obligations hereunder; (b) the Purchaser Parties shall have the right to designate one or more Purchaser Party Designees as an assignee or delegatee of any of its rights, interests or obligations under this Agreement on or at any time following the date hereof, and such Purchaser Party Designees shall purchase, acquire
and take title to any or all of the Purchased Interests, Transferred Properties or Purchased Commercial Loans by notice to the Seller Parties given at least ten (10) Business Days prior to the Closing, provided that there is no increase in the costs borne by the Seller Parties under Section 12.13 (unless paid by the Purchaser Parties); and provided further that no such assignment or delegation shall release any Purchaser Party from its obligations hereunder; and (c) the Purchaser Parties shall have the right to collaterally assign their rights in this Agreement to any lender.
AA. | Exhibit A . |
a. | Exhibit A to the Purchase Agreement shall be amended to add the following definitions to Exhibit A of the Purchase Agreement in alphabetical order: |
Post-Closing Taxes means any and all liability for income Taxes (including, for the avoidance of doubt, penalties and interest imposed in connection with such Taxes) of Soldeva Grupo DE Inversiones 2006 SL (including secondary liability for such Taxes imposed on GE Real Estate Iberia S.A.) for any period beginning after the applicable Closing Date and the portion of any Straddle Tax Period beginning on the Closing Date (except to the extent such Taxes are accounted or adjusted for in a proration, calculation or other adjustment under Section 1.4) to the extent such liability for such Taxes relates to or arises as a result of the denial by applicable Tax Authorities of Tax deductions for interest expenses incurred in connection with the Revolving Credit Agreement dated July 13, 2015 by and between SOLDEVA GRUPO DE INVERSIONES 2006, S.L., as borrower, and GE REAL ESTATE IBERIA, S.A., as lender, or in connection with any future loan or credit agreement to be granted to SOLDEVA GRUPO DE INVERSIONES 2006, S.L. that refinances such Revolving Credit Agreement.
b. | The definition of Excluded Liabilities set forth on Exhibit A to the Purchase Agreement is hereby amended to add the following as clauses (f) and (g) of such definition: |
(f) relating to any Action alleging that any necessary corporate approvals required to Transfer certain Properties directly or indirectly owned by General Electric Real Estate Iberia, S.A. to the applicable Purchaser Parties were not properly obtained.
(g) relating to the Soldeva Proceeding.
BB. | Schedule 3.8(a) . Schedule 3.8(a) to the Purchase Agreement shall be amended and restated in its entirety as set forth on Schedule A attached hereto. |
CC. | Confidentiality Agreement . The date of the Confidentiality Agreement described in Section 5.4(a) of the Purchase Agreement shall be amended to correctly reflect that the date of such Confidentiality Agreement is March 11, 2015. |
DD. | Designation of Purchased Commercial Loans . In accordance with Section 12.9 of the Purchase Agreement (and subject to the terms and conditions thereof), the Purchaser Parties hereby designate (i) the one or more direct or indirect subsidiaries of Blackstone Mortgage Trust Inc. as set forth on Schedule D to acquire the Purchased Commercial Loans set forth on Schedule D , and (ii) one or more direct or indirect subsidiaries of the fund commonly known as Blackstone Real Estate Debt Strategies (or an alternative investment vehicle thereof) to acquire the Purchased Commercial Loans set forth on Schedule E (the BREDs Loans ). The Purchaser Parties shall provide the Seller Parties with the names of the entity that will acquire each BREDs Loan at least three (3) Business Days prior to the applicable Closing. |
EE. | Designation of Kimco . In accordance with Section 12.9 of the Purchase Agreement (and subject to the terms and conditions thereof), the Purchaser Parties hereby designate Strategic Partners Real Estate VI Investments, L.P. (Series A) or one or more direct or indirect subsidiaries thereof to acquire the Kimco Interest. |
FF. | Insurance Cooperation . From the date hereof until, with respect to any Purchased Commercial Loan in the United States, the date that is sixty (60) days following the Closing of such Purchased Commercial Loan (but in no event later than August 31, 2015) (such period, the Insurance Cooperation Period ), the Seller Parties hereby agree (solely to the extent the Seller Parties have the ability to take such action under the applicable insurance policy and have personnel available to assist with such matter) to reasonably cooperate with the Purchaser Parties during the applicable Insurance Cooperation Period with respect to any insurance matters requested by the Purchaser Parties to be taken (including delivery of all notices received by the Seller Parties from an insurance carrier and cooperation is making and settlement of claims) in connection with such Purchased Commercial Loan in the United States. The obligations of the Seller Parties in this Paragraph FF shall survive the Closing until the expiration of the Insurance Cooperation Period. |
GG. | Determination of GECC Composite Commercial Paper Rate . Following the Closing of the Purchased Commercial Loan commonly known as Carlyle MHP Portfolio, for so long as such Purchased Commercial Loan provides for the calculation of interest based on the GECC Composite Commercial Paper Rate and such rate is available, the Seller Parties hereby agree that within (five) 5 Business Days of the applicable Closing and by the 5th day of each calendar month thereafter until the maturity date of such Purchased Commercial Loan to provide the Purchaser Parties the information necessary to complete such calculation. The obligations of the Seller Parties in this Paragraph GG shall survive the Closing. |
HH. | 6060 Office Building Extension Fee . The Seller Parties and the Purchaser Parties acknowledge and agree that in connection with the Closing of the Purchased Commercial Loan commonly known as 6060 Office Building (the 6060 Loan ) the Purchaser Parties received a credit equal to (i) $124,704.12, representing twenty-five percent (25%) of the exit fee that the Obligor under the 6060 Loan paid to the applicable Seller Party in connection with the extension/modification of the 6060 Loan and (ii) $41,864.27, representing the extension fee previously paid to the applicable Seller Party by the Obligor under the 6060 Loan. |
II. | Certain Cooperation . From and after the applicable Closing Date until December 31, 2015, but only for so long as the Purchaser Parties have an interest in and the ability to Control such Equity Asset or Purchased Entity, with respect to any Equity Asset or Purchased Commercial Loan (which in the case of the Purchased Commercial Loans shall be limited to legal fees and other third-party borrower-reimbursable costs incurred by the Seller Parties prior to the Closing of the applicable Purchased Commercial Loan), the Purchaser Parties shall (a) reasonably cooperate with the Seller Parties to invoice and accept payments from the applicable third party in connection with such invoice (without any obligation to engage a collection agency, send any demand notice (it being agreed that an invoice shall not constitute a demand notice), sue any third party, exercise any legal remedies under any applicable Contract or incur any expenses (other than de minimis expenses) over and above the expense of invoicing) any amounts payable by an Obligor or other third party to the Seller Parties or any Equity Entity for periods prior to the applicable Closing Date with respect to the Transferred Equity Asset or Purchased Commercial Loan, and (b) to the extent that any such amounts are received by any Purchaser Party or Affiliate thereof and the Seller Parties are entitled to such amounts under the Agreement, to promptly pay such amounts to the applicable Seller Party. |
JJ. | Cooperation Regarding Certain Guarantees . For a period of six (6) months after the applicable Closing Date with respect to the Transfer of the GERED Interests to the applicable Purchaser Party, the Purchaser Parties shall continue to cooperate with the Seller Parties, and use their commercially reasonable efforts, to cause the beneficiary of that certain guarantee dated 23 December 2013 (the Fetter Lane Guarantee ) of GE Capital Corporation (Investment Properties) Limited (the Fetter Lane Guarantor ) as guarantor in favour of Macfarlanes LLP as beneficiary in relation to the obligations of GERED under an agreement for lease relating to the lower ground, upper ground and first to fourth floors (inclusive), 98 Fetter Lane, London EC4 to release, novate or otherwise discharge in writing GE Capital Corporation (Investment Properties) Limited from all of its obligations under such Fetter Lane Guarantee (the Fetter Lane Release ) first arising or accruing from and after the Closing Date. Such cooperation shall include, without limitation, the execution by the applicable Purchaser Party or Affiliate thereof (the Replacement Guarantor ) of a replacement guarantee on the same terms as the existing Fetter Lane Guarantee, it being acknowledged and agreed that any such Replacement Guarantor shall be Kensington UK Holdco Sarl or, at the option of the Purchaser Parties, an entity which has equivalent financial substance to Kensington UK Holdco Sarl and the identity of which shall have been approved by Macfarlanes LLP. In addition, within three (3) Business Days of the Closing on the Fetter Lane Property (or Purchased Interests relating thereto) (the Fetter Lane Closing ), Kensington UK Holdco Sarl (the Fetter Lane Indemnitor ) and the Fetter Lane Guarantor shall enter into a side letter pursuant to which the Fetter Lane Indemnitor shall indemnify the Fetter Lane Guarantor in respect of all Liabilities first arising or accruing under the Fetter Lane Guarantee after the Fetter Lane Closing, which indemnification obligation shall automatically terminate upon the occurrence of the Fetter Lane Release. |
KK. | Seller Parties Cooperation . The following shall be added to the Purchase Agreement in Section 2.3(d) of the Purchase Agreement as an additional sentence at the end of Section 2.3(d) of the Purchase Agreement: |
Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall any Seller Party be required to provide to the Title Company or any Purchaser Party any title affidavit, certification or indemnity in connection with any non-imputation endorsement or otherwise with respect to any Property that is Transferred to any of the Purchaser Parties or any Affiliates thereof by any Joint Venture or any Subsidiary thereof and for which a consent was executed by the applicable JV partner.
LL. | Notices . The notice information for the Purchaser Parties set forth in Section 12.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows: |
if to the Purchaser Parties to:
c/o The Blackstone Group
345 Park Avenue, 42nd Floor
New York, New York 10154
Attention: William Stein and Judy Turchin
Facsimile: 212-583-5202
with a copy (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10154
Attention: Krista Miniutti
Facsimile: 212-455-2502
MM. | Schedule A-3(a) . Schedule A-3(a) to the Purchase Agreement shall be amended and restated in its entirety as set forth on Schedule G attached hereto. |
NN. | Certain Equity Assets . Schedule 1 to the Purchase Agreement shall be amended such that the Unadjusted Asset Purchase Price Amounts for each of the Equity Assets described on Schedule H-1 attached hereto shall be replaced with the Unadjusted Asset Purchase Price Amount set forth opposite the name of each such Equity Asset on Schedule H-1 attached hereto. Schedule 2 to the Purchase Agreement shall be amended such that the Unadjusted Asset Purchase Price Amounts for each of the Equity Assets described on Schedule H-2 attached hereto shall be replaced with the Unadjusted Asset Purchase Price Amount set forth opposite the name of each such Equity Asset on Schedule H-2 attached hereto. |
OO. | Free Rent Credit . The Seller Parties and the Purchaser Parties hereby agree that notwithstanding anything to the contrary in the Purchase Agreement (including, without limitation, Section 1.4(h)(i) of the Purchase Agreement), (i) the credit the Purchaser Parties shall receive for free rent obligations with respect to all Equity Assets other than the Option Assets shall be $20,000,000, which amount (x) shall be credited to the Purchaser Parties at the Initial Equity Closing against the amounts otherwise payable by the Purchaser Parties to the Seller Parties and (y) shall be allocated $17,500,000 to one or more Equity Assets situated in the United States and $2,500,000 (or the equivalent amount in local currency) to one or more Equity Assets situated in Europe and (ii) the credit the Purchaser Parties shall receive for free rent obligations with respect to each Option Asset shall be two-thirds of the free rent obligations that would otherwise be credited to the Purchaser Parties pursuant to the Purchase Agreement, which amount shall be credited to the Purchaser Parties at the Closing of the applicable Option Asset. Except for the adjustments described in clause (i) and clause (ii) of this Paragraph OO, there shall be no further credits or adjustments of any kind at any time with respect to free rent obligations pursuant to Section 1.4(h)(i) of the Purchase Agreement or otherwise with respect to any Equity Assets (other than Option Assets pursuant to clause (ii)) and the applicable free rent credit for all Equity Assets (other than Option Assets) shall not be subject to true-up, arbitration or dispute of any kind. |
PP. | Exhibit B . Exhibit B to the Purchase Agreement shall be supplemented by adding the Supplement to Exhibit B-Employment Matters attached hereto as Schedule I (the Supplement ). For the avoidance of doubt, the Supplement is entered into by the Seller Parties and their respective Affiliates and Wells Fargo Bank NA and/or any of its Affiliates, as a Purchaser Party Designee under the Purchase Agreement ( Wells Fargo ) only and all other Purchaser Parties (and their respective Affiliates) are not party to this Supplement. Notwithstanding anything contained in the Supplement to the contrary, the rights and obligations of the Purchaser Parties (other than Wells Fargo) pursuant to the Purchase Agreement (including Exhibit B thereto) shall not be affected by the terms of this Supplement. |
QQ. | Schedule 5.5(b) . Section 9 of the subsection of Schedule 5.5 (b) of the Purchase Agreement entitled UK Tax Matters shall be amended and restated as follows: |
9. The Parties agree and acknowledge that the Equity Entity (and the other entities, in the event that they become Equity Entities as the result of an Alternative Transaction in
accordance with Section 1.5 of the Agreement) listed in paragraph 12 below shall notify the Initial Equity Closing Date as its accounting reference date and thus bring to an end the period of account for UK corporation tax purposes then current as at such date; such periods of account shall accordingly be Pre-Closing Tax Periods for the purposes of Section 5.6(c) of the Agreement and there shall be no Straddle Tax Periods for such Equity Entity (or other entities, if applicable). The Seller Parties shall within 60 days of the Closing Date prepare the accounts of such Equity Entity (and other entities, if applicable) for the period ending on that date and the Purchaser Parties shall procure that the relevant Equity Entity shall instruct KPMG LLP of 15 Canada Square, London (the Auditors) to undertake an audit in respect of such accounts. The Parties shall liaise with the Auditors with the intention that the said accounts be signed by the Auditors and on behalf of the relevant Equity Entity (and other entities, if applicable) within 90 days of the Closing Date.
RR. | Certain Purchaser Party Designees . Notwithstanding anything to the contrary contained in the Purchase Agreement (including Section 12.15 thereof), (i) the obligations of the Purchaser Parties set forth on Schedule F attached hereto (the Core SPEs ) under the Purchase Agreement shall be several and only relate to the Equity Assets acquired by each such Core SPE, and (ii) the Core SPEs shall have no obligation or liability under the Purchase Agreement with respect to the Termination Fee, including pursuant to Section 10.3 and Section 10.5(a) thereof. |
SS. | Certain Amounts in Spain . The Parties acknowledge and agree that, with respect to certain Equity Assets situated in Spain, a credit in the amount of 2,138,889.29 or the actually credited amounts with respect to cash deposits (the Security Deposit Credit ) related to certain tenant security deposits (and which tenant security deposits either shall be transferred to the applicable Purchaser Party or are retained for the benefit of the applicable landlord and tenant with the applicable Governmental Entities) was erroneously deducted by the Purchaser Parties in the applicable Initial Closing Statements at the Initial Equity Closing. To correct such error, the Purchaser Parties hereby agree that, within ten (10) Business Days following the Initial Equity Closing, the Purchaser Parties shall pay to the applicable Seller Parties in Spain an amount equal to the Security Deposit Credit and the Parties hereby agree that the Security Deposit Credit shall be subject to the provisions of Section 1.4(i) of the Purchase Agreement. |
TT. | Effect . From and after the date of this Letter Agreement, each reference in the Purchase Agreement to this Agreement shall mean the Purchase Agreement, as amended pursuant to this Letter Agreement. In the event of any inconsistencies between this Letter Agreement and the Purchase Agreement, the terms of this Letter Agreement shall govern. |
UU. | Governing Law . This Letter Agreement will be governed by, and construed and enforced in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable conflicts of law principles thereof. |
VV. | Counterparts . This Letter Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. This Letter Agreement may be executed by facsimile signature or in portable document format (PDF). |
WW. |
Entire Agreement . Except as specifically amended by this Letter Agreement, the Purchase Agreement remains in full force and effect and is hereby ratified and confirmed by the Parties. The Purchase Agreement (including all exhibit and schedules thereto), as amended by this Letter Amendment, constitutes the entire agreement of the Parties and their respective Affiliates and supersedes all prior agreements and understandings, both written and oral, between the Parties with |
respect to the subject matter of this Agreement. Notwithstanding the foregoing, the Confidentiality Agreement will remain in full force and effect in all respects, except to the extent modified by the provisions of Section 12.1 of the Purchase Agreement. |
[The remainder of this page is intentionally left blank.]
Please confirm your agreement and consent with the foregoing by signing and returning one copy of this Letter Agreement to the undersigned, whereupon this Letter Agreement shall become a binding agreement among the Parties.
Sincerely, | ||
GENERAL ELECTRIC CAPITAL CORPORATION | ||
By: |
/s/ Douglas A. Ewing |
|
Name: | Douglas A. Ewing | |
Title: | Authorized Signatory |
Exhibit 10.2
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER
REPURCHASE AND SECURITIES CONTRACT
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of July 10, 2015 (this Amendment ), by and among PARLEX 5 KEN FINCO, LLC , a Delaware limited liability company ( U.S. Seller ), PARLEX 5 KEN UK FINCO, LLC , a Delaware limited liability company ( U.K. Seller ), PARLEX 5 KEN CAD FINCO, LLC , a Delaware limited liability company ( CAD Seller ) and PARLEX 5 KEN ONT FINCO, LLC , a Delaware limited liability company ( ONT Seller and together with CAD Seller, Canadian Sellers ) and PARLEX 5 KEN EUR FINCO, LLC , a Delaware limited liability company ( German Seller ) (each a Seller , and together, the Sellers ) and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association ( Buyer ). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
RECITALS
WHEREAS, Sellers and Buyer are parties to that certain Third Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2015 (as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the Repurchase Agreement );
WHEREAS, Sellers have requested, and Buyer has agreed, to amend certain provisions of the Repurchase Agreement as set forth in this Amendment, and Blackstone Mortgage Trust, Inc. ( Guarantor ) agrees to make the acknowledgements set forth herein.
Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer hereby agree as follows:
SECTION 1. Amendments to Repurchase Agreement .
(a) Article 2 of the Repurchase Agreement is hereby amended by inserting the following new definition in correct alphabetical order:
July 10 Amendment Effective Date : June 10, 2015.
(b) The definitions of Maximum Amount and U.S. Dollar Closing Date Maximum Amount , as set forth in Article 2 of the Repurchase Agreement, are each hereby amended and restated in their entirety to read as follows:
Maximum Amount : (A) With respect to U.S. Dollars, U.S. $2,922,609,020.61, as such amount may be increased by up to U.S. $143,209,663.00 in Future Funding Amounts, and which amounts shall be available solely for the purchase of U.S. Purchased Assets and for the
Allocated Sequential Repayment Components of Purchased Assets other than U.S. Purchased Assets, (B) with respect to Canadian Dollars, C$693,646,822.86, as such amount may be increased by up to C$25,481,895.19 in Future Funding Amounts, and which amounts shall be available solely for the purchase of Canadian Purchased Assets, (C) with respect to Pounds Sterling, £247,431,281.41, which amount shall not be increased by any Future Funding Amounts, and which amounts shall be available solely for the purchase of U.K. Purchased Assets, and (D) with respect to Euros, 166,054,865.89, as such amount may be increased by up to 1,720,000.00 in Future Funding Amounts, and which amounts shall be available solely for U.K. Purchased Assets denominated in Euros, each of which amounts, in each case, shall be permanently reduced by each Principal Payment or other allocation of principal in respect of each Purchased Asset to the extent applied to reduce the Purchase Price thereof, including Principal Payments received and applied in reduction of each Allocated Sequential Repayment Component, repurchase of the Purchased Assets, the payment of Margin Deficits and any other application of Principal Payments in respect of the Purchased Assets applied to reduce the Purchase Price thereof.
U.S. Dollar Closing Date Maximum Amount : U.S. $4,215,877,489.10.
SECTION 2. Amendment Effective Date . This Amendment and its provisions shall become effective on the date first set forth above (the July 10 Amendment Effective Date ), which is the date that this Amendment was executed and delivered by a duly authorized officer of each of each Seller, Buyer and Guarantor, along with the delivery of that certain Amendment No. 1 to Third Amended and Restated Fee and Pricing Letter dated as of the date hereof by and among Sellers and Buyer (the Fee Letter Amendment ) and such other documents as Buyer or counsel to Buyer reasonably requested, each dated as of the July 10 Amendment Effective Date.
SECTION 3. Representations, Warranties and Covenants . Each Seller hereby represents and warrants to Buyer, as of the July 10 Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions and its undertakings and obligations set forth in the Repurchase Agreement and each other Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Each Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.
SECTION 4. Acknowledgments of Guarantor . Guarantor hereby acknowledges (a) the execution and delivery of this Amendment and agrees that it continues to be bound by that certain Amended and Restated Guarantee Agreement, dated as of June 30, 2015 (the Guarantee Agreement ), made by Guarantor in favor of Buyer, notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein, and (b) that, as of the date hereof Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the other Repurchase Documents.
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SECTION 5. Limited Effect . Except as expressly amended and modified by this Amendment and the Fee Letter Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided , however , that upon the July 10 Amendment Effective Date, each (x) reference therein and herein to the Repurchase Documents shall be deemed to include, in any event, this Amendment, (y) each reference to the Repurchase Agreement in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby, and (z) each reference in the Repurchase Agreement to this Agreement, this Repurchase Agreement, this Master Repurchase and Securities Contract, this Amended and Restated Master Repurchase and Securities Contract, hereof, herein or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement, as amended by this Amendment.
SECTION 6. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 7. Expenses . Sellers and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer.
SECTION 8. GOVERNING LAW . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.
SELLERS: | ||||
PARLEX 5 KEN FINCO, LLC, a Delaware limited liability company | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer | |||
PARLEX 5 KEN UK FINCO, LLC, a Delaware limited liability company | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer | |||
PARLEX 5 KEN CAD FINCO, LLC, a Delaware limited liability company | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer | |||
PARLEX 5 KEN ONT FINCO, LLC, a Delaware limited liability company | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer |
PARLEX 5 KEN EUR FINCO, LLC, a Delaware limited liability company | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer |
BUYER: | ||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association | ||||
By: |
/s/ Joe Check |
|||
Name: | Joe Check | |||
Title: | Vice President |
With respect to the acknowledgments set forth in Section 4 herein: | ||||
GUARANTOR : | ||||
BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation | ||||
By: |
/s/ Douglas Armer |
|||
Name: | Douglas Armer | |||
Title: | Managing Director, Head of Capital Markets and Treasurer |
Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen D. Plavin, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Blackstone Mortgage Trust, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 27, 2015
/s/ Stephen D. Plavin |
Stephen D. Plavin |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul D. Quinlan, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Blackstone Mortgage Trust, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 27, 2015
/s/ Paul D. Quinlan |
Paul D. Quinlan |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Blackstone Mortgage Trust, Inc. (the Company ) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, Stephen D. Plavin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Stephen D. Plavin |
Stephen D. Plavin |
Chief Executive Officer |
October 27, 2015 |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Blackstone Mortgage Trust, Inc. (the Company ) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, Paul D. Quinlan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Paul D. Quinlan |
Paul D. Quinlan |
Chief Financial Officer |
October 27, 2015 |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
SECTION 13(r) DISCLOSURE
After Blackstone Mortgage Trust, Inc. (BXMT) filed its Form 10-Q for the fiscal quarter ended June 30, 2015 with the Securities and Exchange Commission (the SEC), Travelport Worldwide Limited (Travelport Worldwide) which may be considered an affiliate of The Blackstone Group L.P. (Blackstone), and, therefore, an affiliate of BXMT, filed the disclosure reproduced below with respect to such period, in accordance with Section 13(r) of the Securities Exchange Act of 1934, as amended. As of the date BXMT filed its Form 10-Q for the quarter ended September 30, 2015 with the SEC, neither Blackstone nor Travelport Worldwide had filed its Form 10-Q for such period. Therefore, the disclosures reproduced below do not include information for the quarter ended September 30, 2015. BXMT did not independently verify or participate in the preparation of any of these disclosures.
Travelport Worldwide included the following disclosure in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 :
Trade Sanctions Disclosure
The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.
As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.
The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2015 were approximately $145,000 and $104,000, respectively.