☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
94-6181186
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange
on which registered
|
||
Class A common stock
, par value $0.01 per share
|
BXMT
|
New York Stock Exchange
|
Large accelerated filer
|
|
Accelerated filer
|
|
|||
|
|
|
|
|
|
|
Non-accelerated
filer
|
|
Smaller reporting company
|
|
|||
|
|
Emerging growth company
|
|
PART I.
|
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ITEM 1.
|
|
|
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2
|
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|
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Consolidated Financial Statements (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
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|
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|
|
|
|
|
|
3
|
|
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|
|
|
4
|
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|
|
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|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
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|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
ITEM 2.
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
ITEM 3.
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
ITEM 4.
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
PART II.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 1.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 1A.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 2.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 3.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 4.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 5.
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
ITEM 6.
|
|
|
|
65
|
|
|
|
|
|
|
|
||
|
|
66
|
|
|
September 30,
|
December 31,
|
||||||
|
2019
|
2018
|
||||||
Assets
|
|
|
||||||
Cash and cash equivalents
|
$ |
84,289
|
$ |
105,662
|
||||
Loans receivable, net
|
14,755,072
|
14,191,200
|
||||||
Other assets
|
243,055
|
170,513
|
||||||
Total Assets
|
$ |
15,082,416
|
$ |
14,467,375
|
||||
Liabilities and Equity
|
|
|
||||||
Secured debt agreements, net
|
$ |
8,790,604
|
$ |
8,974,756
|
||||
Loan participations sold, net
|
—
|
94,418
|
||||||
Securitized debt obligations, net
|
1,288,389
|
1,285,471
|
||||||
Secured term loan, net
|
490,659
|
—
|
||||||
Convertible notes, net
|
612,263
|
609,911
|
||||||
Other liabilities
|
139,884
|
128,212
|
||||||
Total Liabilities
|
11,321,799
|
11,092,768
|
||||||
Commitments and contingencies
|
—
|
—
|
||||||
Equity
|
|
|
||||||
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 134,288,584 and 123,435,738 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
1,343
|
1,234
|
||||||
Additional
paid-in
capital
|
4,362,476
|
3,966,540
|
||||||
Accumulated other comprehensive loss
|
(33,394
|
) |
(34,222
|
) | ||||
Accumulated deficit
|
(587,632
|
) |
(569,428
|
) | ||||
Total Blackstone Mortgage Trust, Inc. stockholders’ equity
|
3,742,793
|
3,364,124
|
||||||
Non-controlling
interests
|
17,824
|
10,483
|
||||||
Total Equity
|
3,760,617
|
3,374,607
|
||||||
Total Liabilities and Equity
|
$ |
15,082,416
|
$ |
14,467,375
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Income from loans and other investments
|
|
|
|
|
||||||||||||
Interest and related income
|
$ |
213,873
|
$ |
203,107
|
$ |
662,001
|
$ |
550,011
|
||||||||
Less: Interest and related expenses
|
111,957
|
97,955
|
347,536
|
255,677
|
||||||||||||
Income from loans and other investments, net
|
101,916
|
105,152
|
314,465
|
294,334
|
||||||||||||
Other expenses
|
|
|
|
|
||||||||||||
Management and incentive fees
|
17,502
|
18,368
|
58,276
|
56,248
|
||||||||||||
General and administrative expenses
|
9,741
|
8,443
|
28,951
|
25,897
|
||||||||||||
Total other expenses
|
27,243
|
26,811
|
87,227
|
82,145
|
||||||||||||
Income before income taxes
|
74,673
|
78,341
|
227,238
|
212,189
|
||||||||||||
Income tax (benefit) provision
|
(721
|
) |
48
|
(573
|
) |
272
|
||||||||||
Net income
|
75,394
|
78,293
|
227,811
|
211,917
|
||||||||||||
Net income attributable to
non-controlling
interests
|
(497
|
) |
(128
|
) |
(1,176
|
) |
(481
|
) | ||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ |
74,897
|
$ |
78,165
|
$ |
226,635
|
$ |
211,436
|
||||||||
Net income per share of common stock basic and diluted
|
$ |
0.56
|
$ |
0.67
|
$ |
1.76
|
$ |
1.90
|
||||||||
Weighted-average shares of common stock outstanding, basic and diluted
|
134,536,683
|
116,203,140
|
128,485,701
|
111,251,864
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Net income
|
$ |
75,394
|
$ |
78,293
|
$ |
227,811
|
$
|
211,917
|
||||||||
Other comprehensive income
|
|
|
|
|
||||||||||||
Unrealized loss on foreign currency translation
|
(39,961
|
) |
(2,416
|
) |
(44,125
|
) |
(26,766
|
) | ||||||||
Realized and unrealized gain on derivative financial instruments
|
35,987
|
1,703
|
44,953
|
23,623
|
||||||||||||
Other comprehensive (loss) income
|
(3,974
|
) |
(713
|
) |
828
|
(3,143
|
) | |||||||||
Comprehensive income
|
71,420
|
77,580
|
228,639
|
208,774
|
||||||||||||
Comprehensive income attributable to
non-controlling
interests
|
(497
|
) |
(128
|
) |
(1,176
|
) |
(481
|
) | ||||||||
Comprehensive income attributable to Blackstone Mortgage Trust, Inc.
|
$ |
70,923
|
$ |
77,452
|
$ |
227,463
|
$ |
208,293
|
|
|
Blackstone Mortgage Trust, Inc.
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Class A
Common Stock |
|
|
Additional
Paid-In
Capital |
|
|
Accumulated Other
Comprehensive (Loss) Income |
|
|
Accumulated
Deficit |
|
|
Stockholders’
Equity |
|
|
Non-controlling
Interests |
|
|
Total
Equity
|
|
|||||||
Balance at December
31
, 2017
|
|
$
|
1,079
|
|
|
$
|
3,506,861
|
|
|
$
|
(29,706
|
)
|
|
$
|
(567,168
|
)
|
|
$
|
2,911,066
|
|
|
$
|
6,340
|
|
|
$
|
2,917,406
|
|
Shares of class A common stock issued, net
|
|
|
3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
|
|
3
|
|
Restricted class A common stock earned
|
|
|
—
|
|
|
|
6,848
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,848
|
|
|
|
—
|
|
|
|
6,848
|
|
Issuance of convertible notes
|
|
|
—
|
|
|
|
1,462
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,462
|
|
|
|
—
|
|
|
|
1,462
|
|
Dividends reinvested
|
|
|
—
|
|
|
|
122
|
|
|
|
—
|
|
|
|
(108
|
)
|
|
|
14
|
|
|
|
—
|
|
|
|
14
|
|
Deferred directors’ compensation
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
125
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
7,803
|
|
|
|
—
|
|
|
|
7,803
|
|
|
|
—
|
|
|
|
7,803
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
60,958
|
|
|
|
60,958
|
|
|
|
158
|
|
|
|
61,116
|
|
Dividends declared on common stock, $0.62 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(67,066
|
)
|
|
|
(67,066
|
)
|
|
|
—
|
|
|
|
(67,066
|
)
|
Contributions from
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
375
|
|
|
|
375
|
|
Distributions to
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,575
|
)
|
|
|
(1,575
|
)
|
Balance at March
31
, 2018
|
|
$
|
1,082
|
|
|
$
|
3,515,418
|
|
|
$
|
(21,903
|
)
|
|
$
|
(573,384
|
)
|
|
$
|
2,921,213
|
|
|
$
|
5,298
|
|
|
$
|
2,926,511
|
|
Shares of class A common stock issued, net
|
|
|
32
|
|
|
|
102,463
|
|
|
|
—
|
|
|
|
—
|
|
|
|
102,495
|
|
|
|
—
|
|
|
|
102,495
|
|
Restricted class A common stock earned
|
|
|
—
|
|
|
|
6,653
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,653
|
|
|
|
—
|
|
|
|
6,653
|
|
Conversion of convertible notes
|
|
|
—
|
|
|
|
(20
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(20
|
)
|
|
|
—
|
|
|
|
(20
|
)
|
Dividends reinvested
|
|
|
—
|
|
|
|
128
|
|
|
|
—
|
|
|
|
(115
|
)
|
|
|
13
|
|
|
|
—
|
|
|
|
13
|
|
Deferred directors’ compensation
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
125
|
|
Other comprehensive
lo
ss
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,233
|
)
|
|
|
—
|
|
|
|
(10,233
|
)
|
|
|
—
|
|
|
|
(10,233
|
)
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
72,313
|
|
|
|
72,313
|
|
|
|
195
|
|
|
|
72,508
|
|
Dividends declared on common stock, $0.62 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(69,079
|
)
|
|
|
(69,079
|
)
|
|
|
—
|
|
|
|
(69,079
|
)
|
Contributions from
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,100
|
|
|
|
2,100
|
|
Distributions to
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,411
|
)
|
|
|
(2,411
|
)
|
Balance at June
30
, 2018
|
|
$
|
1,114
|
|
|
$
|
3,624,767
|
|
|
$
|
(32,136
|
)
|
|
$
|
(570,265
|
)
|
|
$
|
3,023,480
|
|
|
$
|
5,182
|
|
|
$
|
3,028,662
|
|
Shares of class A common stock issued, net
|
|
|
83
|
|
|
|
267,209
|
|
|
|
—
|
|
|
|
—
|
|
|
|
267,292
|
|
|
|
—
|
|
|
|
267,292
|
|
Restricted class A common stock earned
|
|
|
—
|
|
|
|
6,609
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,609
|
|
|
|
—
|
|
|
|
6,609
|
|
Dividends reinvested
|
|
|
—
|
|
|
|
131
|
|
|
|
—
|
|
|
|
(119
|
)
|
|
|
12
|
|
|
|
—
|
|
|
|
12
|
|
Deferred directors’ compensation
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
125
|
|
|
|
—
|
|
|
|
125
|
|
Other comprehensive
loss
|
|
|
—
|
|
|
|
—
|
|
|
|
(713
|
)
|
|
|
—
|
|
|
|
(713
|
)
|
|
|
—
|
|
|
|
(713
|
)
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
78,165
|
|
|
|
78,165
|
|
|
|
128
|
|
|
|
78,293
|
|
Dividends declared on common stock, $0.62 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(74,198
|
)
|
|
|
(74,198
|
)
|
|
|
—
|
|
|
|
(74,198
|
)
|
Contributions from
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,025
|
|
|
|
2,025
|
|
Distributions to
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(114
|
)
|
|
|
(114
|
)
|
Balance at September
30
, 2018
|
|
$
|
1,197
|
|
|
$
|
3,898,841
|
|
|
$
|
(32,849
|
)
|
|
$
|
(566,417
|
)
|
|
$
|
3,300,772
|
|
|
$
|
7,221
|
|
|
$
|
3,307,993
|
|
|
|
Nine Months Ended
September 30,
|
|||||||
|
|
2019
|
2018
|
||||||
Cash flows from operating activities
|
|
|
|
||||||
Net income
|
|
$ |
227,811
|
$ |
211,917
|
||||
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||||
Non-cash compensation expense
|
|
23,276
|
20,488
|
||||||
Amortization of deferred fees on loans and debt securities
|
|
(40,110
|
) |
(35,955
|
) | ||||
Amortization of deferred financing costs and premiums/
|
|
22,702
|
20,993
|
||||||
Changes in assets and liabilities, net
|
|
|
|
||||||
Other assets
|
|
(3,518
|
) |
(9,709
|
) | ||||
Other liabilities
|
|
(1,570
|
) |
15,001
|
|||||
|
|||||||||
Net cash provided by operating activities
|
|
228,591
|
222,735
|
||||||
|
|||||||||
Cash flows from investing activities
|
|
|
|
||||||
Origination and fundings of loans receivable
|
|
(3,319,563
|
) |
(5,222,803
|
) | ||||
Principal collections and sales proceeds from loans receivable and debt securities
|
|
2,589,622
|
2,503,454
|
||||||
Loan contributed to securitization
|
|
—
|
512,002
|
||||||
Investment in debt securities held-to-maturity
|
|
—
|
(95,937
|
) | |||||
Origination and exit fees received on loans receivable
|
|
32,527
|
74,111
|
||||||
Receipts under derivative financial instruments
|
|
35,756
|
34,975
|
||||||
Payments under derivative financial instruments
|
|
(4,650
|
) |
(14,031
|
) | ||||
Collateral deposited under derivative agreements
|
|
(11,400
|
) |
(32,110
|
) | ||||
Return of collateral deposited under derivative agreements
|
|
9,090
|
28,870
|
||||||
|
|||||||||
Net cash used in investing activities
|
|
(668,618
|
) |
(2,211,469
|
) | ||||
|
|
|
Nine Months Ended
September 30,
|
||||||||
|
|
2019
|
2018
|
|||||||
Cash flows from financing activities
|
|
|
|
|||||||
Borrowings under secured debt agreements
|
|
$ |
2,950,456
|
$ |
5,749,678
|
|||||
Repayments under secured debt agreements
|
|
(3,048,960
|
) |
(4,147,893
|
) | |||||
Proceeds from sale of loan participations
|
|
21,346
|
86,339
|
|||||||
Repayment of loan participations
|
|
(115,874
|
) |
(85,875
|
) | |||||
Net proceeds from issuance of secured term loans
|
|
498,750
|
—
|
|||||||
Repayments on secured term loans
|
|
(1,250
|
) |
—
|
||||||
Payment of deferred financing costs
|
|
(25,710
|
) |
(18,995
|
) | |||||
Contributions from non-controlling interests
|
|
26,721
|
4,500
|
|||||||
Distributions to non-controlling interests
|
|
(20,556
|
) |
(4,100
|
) | |||||
Net proceeds from issuance of convertible notes
|
|
—
|
214,775
|
|||||||
Repayment of convertible notes
|
|
—
|
(192
|
) | ||||||
Net proceeds from issuance of class A common stock
|
|
372,329
|
369,787
|
|||||||
Dividends paid on class A common stock
|
|
(237,702
|
) |
(203,065
|
) | |||||
Net cash provided by financing activities
|
|
419,550
|
1,964,959
|
|||||||
Net decrease in cash and cash equivalents
|
|
(20,477
|
) |
(23,775
|
) | |||||
Cash and cash equivalents at beginning of period
|
|
105,662
|
102,518
|
|||||||
Effects of currency translation on cash and cash equivalents
|
|
(896
|
) |
8,244
|
||||||
Cash and cash equivalents at end of period
|
|
$ |
84,289
|
$ |
86,987
|
|||||
Supplemental disclosure of cash flows information
|
|
|
|
|||||||
Payments of interest
|
|
$ |
(324,013
|
) | $ |
(224,320
|
) | |||
Payments of income taxes
|
|
$ |
(205
|
) | $ |
(546
|
) | |||
Supplemental disclosure of non-cash investing and financing activities
|
|
|||||||||
Dividends declared, not paid
|
|
$ |
(83,259
|
) | $ |
(74,195
|
) | |||
Loan principal payments held by servicer, net
|
|
$ |
56,843
|
$ |
3,577
|
|
|
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.
|
|
|
|
|
|
|
|
5 -
|
|
Impaired/Loss Likely:
|
•
|
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.
|
•
|
Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.
|
|
•
|
Loans receivable, net: The fair values of these loans were estimated by our Manager based on a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount 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.
|
|
•
|
Debt securities held-to-maturity: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
|
|
•
|
Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising foreign currency rates and credit spreads.
|
|
•
|
Secured debt agreements, net: The fair value of these instruments was estimated based on the rate at which a similar credit facility would currently be priced.
|
•
|
Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related loan receivable asset.
|
|
•
|
Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
|
|
•
|
Secured term loan, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
|
|
•
|
Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices.
|
|
September 30, 2019
|
December 31, 2018
|
||||||
Number of loans
|
128
|
125
|
||||||
Principal balance
|
$ |
14,849,556
|
$ |
14,293,970
|
||||
Net book value
|
$ |
14,755,072
|
$ |
14,191,200
|
||||
Unfunded loan commitments
(1)
|
$ |
4,724,809
|
$ |
3,405,945
|
||||
Weighted-average cash coupon
(2)
|
5.07
|
% |
5.67
|
% | ||||
Weighted-average
all-in
yield
(2)
|
5.42
|
% |
6.00
|
% | ||||
Weighted-average maximum maturity
(3)
|
3.6
|
3.9
|
||||||
|
(1)
|
Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
|
|||||||||
(2)
|
Cash coupon and
all-in
yield assume applicable floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as of September 30, 2019 and December 31, 2018, respectively, for weighted-average calculation. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. As of September 30, 2019, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and 1% earned a fixed rate of interest. In addition, $3.5 billion of our loans earned interest based on floors that are above the applicable index as of September 30, 2019. As of December 31, 2018, 98% of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and 2% earned a fixed rate of interest.
In addition, $1.2 billion of our loans earned interest based on floors that are above the applicable index as of December 31, 2018.
|
|||||||||
(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, 2019, 59% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 41% were open to repayment by the borrower without penalty. As of December 31, 2018, 75% of our loans were subject to yield maintenance or other prepayment restrictions and 25% were open to repayment by the borrower without penalty.
|
|
Principal
Balance |
Deferred Fees /
Other Items
(1)
|
Net Book
Value
|
|||||||||
December 31, 2018
|
$ |
14,293,970
|
$
|
(102,770
|
) | $ |
14,191,200
|
|||||
Loan fundings
|
3,319,563
|
—
|
3,319,563
|
|||||||||
Loan repayments
and sales proceeds
|
(2,640,402
|
) |
—
|
(2,640,402
|
) | |||||||
Unrealized (loss) gain on foreign currency translation
|
(123,575
|
) |
1,085
|
(122,490
|
) | |||||||
Deferred fees and other items
|
—
|
(32,527
|
) |
(32,527
|
) | |||||||
Amortization of fees and other items
|
—
|
39,728
|
39,728
|
|||||||||
September 30, 2019
|
$ |
14,849,556
|
$ |
(94,484
|
) | $ |
14,755,072
|
|||||
|
(1)
|
Other items primarily consist of purchase discounts or premiums, exit fees, and deferred origination expenses.
|
September 30, 2019
|
|
|||||||||||||
Property Type
|
Number of
Loans |
Net Book
Value |
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
Office
|
59
|
$ |
7,654,154
|
$
|
7,838,768
|
|
50%
|
|
||||||
Hotel
|
17
|
2,367,575
|
2,444,738
|
|
16
|
|
||||||||
Multifamily
|
37
|
2,272,220
|
2,312,100
|
|
15
|
|
||||||||
Industrial
|
5
|
700,751
|
704,098
|
|
5
|
|
||||||||
Retail
|
3
|
381,451
|
388,138
|
|
3
|
|
||||||||
Self-Storage
|
2
|
280,880
|
281,593
|
|
2
|
|
||||||||
Condominium
|
1
|
223,908
|
225,116
|
|
1
|
|
||||||||
Other
|
4
|
874,133
|
1,188,383
|
|
8
|
|
||||||||
|
|
|||||||||||||
|
128
|
$ |
14,755,072
|
$
|
15,382,934
|
|
100%
|
|
||||||
|
|
|||||||||||||
|
|
|||||||||||||
Geographic Location
|
Number of
Loans |
Net Book
Value |
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
United States
|
|
|
|
|
|
|
||||||||
Northeast
|
29
|
$
|
4,069,651
|
$ |
4,097,215
|
|
27%
|
|
||||||
West
|
29
|
3,186,197
|
3,370,213
|
|
22
|
|
||||||||
Southeast
|
19
|
2,212,190
|
2,222,654
|
|
14
|
|
||||||||
Midwest
|
11
|
1,283,170
|
1,289,119
|
|
8
|
|
||||||||
Southwest
|
13
|
626,893
|
630,498
|
|
4
|
|
||||||||
Northwest
|
4
|
177,295
|
177,900
|
|
1
|
|
||||||||
|
|
|||||||||||||
Subtotal
|
105
|
11,555,396
|
11,787,599
|
|
76
|
|
||||||||
International
|
|
|
|
|
|
|
||||||||
United Kingdom
|
11
|
1,331,763
|
1,667,035
|
|
11
|
|
||||||||
Spain
|
2
|
1,109,276
|
1,115,580
|
|
7
|
|
||||||||
Australia
|
3
|
337,107
|
338,975
|
|
2
|
|
||||||||
Germany
|
1
|
189,016
|
241,106
|
|
2
|
|
||||||||
Canada
|
4
|
148,291
|
147,880
|
|
1
|
|
||||||||
Belgium
|
1
|
84,223
|
84,759
|
|
1
|
|
||||||||
Ireland
|
|
1 |
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|||||||||||||
Subtotal
|
23
|
3,199,676
|
3,595,335
|
|
24
|
|
||||||||
|
|
|||||||||||||
Total
|
128
|
$ |
14,755,072
|
$ |
15,382,934
|
|
100%
|
|
||||||
|
|
|||||||||||||
|
|
(1)
|
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. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $533.4 million of such
non-consolidated
senior interests as of September 30, 2019.
|
|||||||||
(2)
|
Excludes investment exposure to the $
993.5
million 2018 Single Asset Securitization. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
December 31, 2018
|
|
|||||||||||||
Property Type
|
Number of
Loans |
Net Book
Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio |
|
|||||||||
Office
|
55
|
$ |
7,104,842
|
$ |
7,164,466
|
49%
|
|
|||||||
Hotel
|
18
|
2,591,565
|
2,673,763
|
18
|
|
|||||||||
Multifamily
|
34
|
2,193,699
|
2,206,740
|
15
|
|
|||||||||
Industrial
|
5
|
680,808
|
685,776
|
5
|
|
|||||||||
Retail
|
4
|
451,099
|
452,900
|
3
|
|
|||||||||
Condominium
|
4
|
304,545
|
368,104
|
2
|
|
|||||||||
Self-Storage
|
2
|
278,473
|
280,043
|
2
|
|
|||||||||
Other
|
3
|
586,169
|
909,052
|
6
|
|
|||||||||
|
||||||||||||||
|
125
|
$ |
14,191,200
|
$ |
14,740,844
|
100%
|
|
|||||||
|
||||||||||||||
|
||||||||||||||
Geographic Location
|
Number of
Loans |
Net Book
Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio |
|
|||||||||
United States
|
|
|
|
|
|
|||||||||
Northeast
|
32
|
$ |
4,322,114
|
$ |
4,359,938
|
31%
|
|
|||||||
West
|
29
|
3,137,072
|
3,222,706
|
22
|
|
|||||||||
Southeast
|
19
|
2,258,033
|
2,271,664
|
15
|
|
|||||||||
Midwest
|
9
|
1,161,637
|
1,170,619
|
8
|
|
|||||||||
Southwest
|
13
|
478,665
|
481,745
|
3
|
|
|||||||||
Northwest
|
4
|
238,844
|
239,872
|
2
|
|
|||||||||
|
||||||||||||||
Subtotal
|
106
|
11,596,365
|
11,746,544
|
81
|
|
|||||||||
International
|
|
|
|
|
|
|||||||||
Spain
|
1
|
1,124,174
|
1,131,334
|
8
|
|
|||||||||
United Kingdom
|
7
|
754,299
|
1,094,663
|
7
|
|
|||||||||
Canada
|
5
|
316,268
|
313,229
|
2
|
|
|||||||||
Australia
|
3
|
310,372
|
312,893
|
2
|
|
|||||||||
Belgium
|
1
|
70,621
|
71,007
|
—
|
|
|||||||||
Germany
|
1
|
11,585
|
63,637
|
—
|
|
|||||||||
Netherlands
|
1
|
7,516
|
7,537
|
—
|
|
|||||||||
|
||||||||||||||
Subtotal
|
19
|
2,594,835
|
2,994,300
|
19
|
|
|||||||||
|
||||||||||||||
Total
|
125
|
$ |
14,191,200
|
$ |
14,740,844
|
100%
|
|
|||||||
|
||||||||||||||
|
|
(1)
|
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. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $446.9 million of such
non-consolidated
senior interests as of December 31, 2018.
|
|||||||||
(2)
|
Excludes investment exposure to the $1.0 billion 2018 Single Asset Securitization. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
|
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. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $533.4 million and $446.9 million of such
non-consolidated
senior interests as of September 30, 2019 and December 31, 2018, respectively.
|
|
Excludes investment exposure to the $
993.5
million and $1.0 billion 2018 Single Asset Securitization as of September 30, 2019 and December 31, 2018, respectively. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
|
|
|
|
|||||
Debt securities
held-to-maturity
(1)
|
$
|
92,580
|
$
|
96,167
|
||||
Loan portfolio payments held by servicer
(2)
|
|
|
60,978
|
|
|
|
6,133 |
|
Accrued interest receivable
|
60,907
|
56,679
|
||||||
Derivative assets
|
25,009
|
9,916
|
||||||
Collateral deposited under derivative agreements
|
2,310
|
—
|
||||||
Prepaid taxes
|
750
|
6
|
||||||
Prepaid expenses
|
43
|
647
|
||||||
Other
|
478
|
965
|
||||||
Total
|
$ |
243,055
|
$ |
170,513
|
||||
|
(1)
|
Represents the subordinate risk retention interest in the $
as of September 30, 2019 and December 31, 2018, respectively
993.5
million and $1.0 billion 2018 Single Asset Securitization
, with a yield to full maturity of L+10.0% and a maximum maturity date of June 9, 2025, assuming all extension options are exercised by the borrower. Refer to Note 16 for additional discussion.
|
|||||||||
(2)
|
Represents loan principal and interest payments held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.
|
|
|
December 31, 2018
|
||||||
Accrued dividends payable
|
$ |
83,259
|
$ |
76,530
|
||||
Accrued interest payable
|
25,522
|
25,588
|
||||||
Accrued management and incentive fees payable
|
17,502
|
18,586
|
||||||
Accounts payable and other liabilities
|
6,849
|
4,583
|
||||||
Derivative liabilities
|
3,992
|
2,925
|
||||||
Secured debt repayments pending servicer remittance
(1)
|
|
|
2,760
|
|
|
|
—
|
|
Total
|
$ |
139,884
|
$ |
128,212
|
||||
|
(1)
|
Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.
|
|
Secured Debt Agreements
|
|||||||
|
Borrowings Outstanding
|
|||||||
|
September 30, 2019
|
|
||||||
Secured credit facilities
|
$ |
8,567,394
|
$ |
8,870,897
|
||||
Asset-specific financings
|
249,172
|
81,739
|
||||||
Revolving credit agreement
|
—
|
43,845
|
||||||
Total secured debt agreements
|
$ |
8,816,566
|
$ |
8,996,481
|
||||
Deferred financing costs
(1)
|
(25,962
|
) |
(21,725
|
) | ||||
Net book value of secured debt
|
$ |
8,790,604
|
$ |
8,974,756
|
||||
|
(1)
|
Costs incurred in connection with our secured debt agreements are recorded on our consolidated balance sheet when incurred and recognized as a component of interest expense over the life of each related agreement.
|
|
September 30, 2019
|
|||||||||||||||
|
Credit Facility Borrowings
|
Collateral
|
||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
Assets
(2)
|
||||||||||||
Deutsche Bank
|
$ |
1,722,050
|
$ |
1,722,050
|
$ |
—
|
$ |
2,185,465
|
||||||||
Wells Fargo
|
1,661,789
|
1,564,215
|
97,574
|
2,135,379
|
||||||||||||
JP Morgan
|
1,016,689
|
918,526
|
98,163
|
1,303,288
|
||||||||||||
Citibank
|
1,090,739
|
888,053
|
202,686
|
1,386,175
|
||||||||||||
Barclays
|
996,648
|
793,906
|
202,742
|
1,246,490
|
||||||||||||
Bank of America
|
658,724
|
658,724
|
—
|
840,573
|
||||||||||||
Morgan Stanley
|
490,213
|
434,165
|
56,048
|
658,055
|
||||||||||||
MetLife
|
417,677
|
417,677
|
—
|
524,004
|
||||||||||||
Société Générale
|
333,473
|
333,473
|
—
|
428,887
|
||||||||||||
Goldman Sachs
|
313,895
|
268,895
|
45,000
|
426,383
|
||||||||||||
Goldman Sachs - Multi. JV
(3)
|
217,601
|
217,601
|
—
|
279,037
|
||||||||||||
US Bank - Multi. JV
(3)
|
184,031
|
183,937
|
94
|
230,039
|
||||||||||||
Santander
|
143,852
|
143,852
|
—
|
179,815
|
||||||||||||
Bank of America - Multi. JV
(3)
|
22,320
|
22,320
|
—
|
28,642
|
||||||||||||
$ |
9,269,701
|
$ |
8,567,394
|
$ |
702,307
|
$ |
11,852,232
|
|||||||||
|
(1)
|
Potential borrowings represents 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 credit facility.
|
|||||||||||||||||
(2)
|
Represents the principal balance of the collateral assets.
|
|||||||||||||||||
(3)
|
These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.
|
|
December 31, 2018
|
|||||||||||||||
|
Credit Facility Borrowings
|
Collateral
|
||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
Assets
(2)
|
||||||||||||
Deutsche Bank
|
$ |
1,839,698
|
$ |
1,839,698
|
$ |
—
|
$ |
2,325,047
|
||||||||
Wells Fargo
|
1,908,509
|
1,822,154
|
86,355
|
2,514,513
|
||||||||||||
JP Morgan
|
1,010,628
|
1,010,628
|
—
|
1,266,259
|
||||||||||||
Barclays
|
890,620
|
890,620
|
—
|
1,113,275
|
||||||||||||
Citibank
|
852,470
|
663,917
|
188,553
|
1,076,085
|
||||||||||||
Bank of America
|
873,446
|
873,446
|
—
|
1,090,117
|
||||||||||||
MetLife
|
675,329
|
675,329
|
—
|
852,733
|
||||||||||||
Morgan Stanley
|
341,241
|
276,721
|
64,520
|
457,496
|
||||||||||||
Société Générale
|
321,182
|
321,182
|
—
|
404,048
|
||||||||||||
Goldman Sachs
|
230,140
|
230,140
|
—
|
295,368
|
||||||||||||
Goldman Sachs - Multi. JV
(3)
|
170,060
|
170,060
|
—
|
212,983
|
||||||||||||
Bank of America - Multi. JV
(3)
|
97,002
|
97,002
|
—
|
121,636
|
||||||||||||
|
$ |
9,210,325
|
$ |
8,870,897
|
$ |
339,428
|
$ |
11,729,560
|
||||||||
|
(1)
|
Potential borrowings represents 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 credit facility.
|
|||||||||||||||||
(2)
|
Represents the principal balance of the collateral assets.
|
|||||||||||||||||
(3)
|
These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.
|
Lender
|
Currency
|
Guarantee
(1)
|
Margin Call
(2)
|
Term/Maturity
|
|||||||
JP Morgan
|
$ / £
|
|
50%
|
|
Collateral marks only
|
|
January 7, 2021
(6)
|
||||
Bank of America
-
Multi. JV
(3)
|
$
|
43%
|
Collateral marks only
|
December 16, 2021
(7)
|
|||||||
Deutsche Bank
|
$ /
€
|
60%
(4)
|
Collateral marks only
|
August 9, 2021
(4)
|
|||||||
Morgan Stanley
|
$ / £ /
€
|
25%
|
Collateral marks only
|
March 1, 2022
|
|||||||
Goldman Sachs - Multi. JV
(3)
|
$
|
25%
|
Collateral marks only
|
July 12, 2022
(8)
|
|||||||
Bank of America
|
$
|
50%
|
Collateral marks only
|
May 21, 2023
(9)
|
|||||||
Goldman Sachs
|
$
|
25%
|
Collateral marks only
|
October 22, 2023
(10)
|
|||||||
Barclays
|
$ / £ /
€
|
25%
|
Collateral marks only
|
June 18, 2024
(11)
|
|||||||
MetLife
|
$
|
61%
|
Collateral marks only
|
September 23, 2025
(12)
|
|||||||
Citibank
|
$ / £ /
€
/ A$ / C$
|
25%
|
Collateral marks only
|
Term matched
(13)
|
|||||||
Société Générale
|
$ / £ /
€
|
25%
|
Collateral marks only
|
Term matched
(13)
|
|||||||
Santander
|
€
|
50%
|
Collateral marks only
|
Term matched
(13)
|
|||||||
Wells Fargo
|
$ / C$
|
25%
(5)
|
Collateral marks only
|
Term matched
(13)
|
|||||||
US Bank - Multi. JV
(3)
|
$
|
25%
|
Collateral marks only
|
Term matched
(13)
|
|||||||
|
(1)
|
Other than amounts guaranteed based on specific collateral asset types, borrowings under our credit facilities are
non-recourse
to us.
|
|
(2)
|
Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks.
|
|
(3)
|
These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.
|
|
(4)
|
Includes a
one-year
extension option which may be exercised at our sole discretion. Specific borrowings outstanding of $803.7 million are 100% guaranteed and the related maturity dates are term-matched to the respective collateral assets. The remainder of the credit facility borrowings are 25% guaranteed.
|
|
(5)
|
In addition to the 25% guarantee across all borrowings, there is an incremental guarantee of $174.3 million related to $302.7 million of specific borrowings outstanding.
|
|
(6)
|
Maturity dates for $520.6 million of specific borrowings outstanding are term-matched to the respective collateral assets.
|
|
(7)
|
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
|
(8)
|
Includes a
one-year
extension option which may be exercised at our sole discretion.
|
|
(9)
|
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
|
(10)
|
Includes three
one-year
extension options which may be exercised at our sole discretion.
|
|
(11)
|
Includes four one-year extension options which may be exercised at our sole discretion.
|
|
(12)
|
Includes five
one-year
extension options which may be exercised at our sole discretion.
|
|
(13)
|
These secured credit facilities have various availability periods during which new advances can be made and which are generally subject to each lender’s discretion. Maturity dates for advances outstanding are tied to the term of each respective collateral asset.
|
Currency
|
|
Potential
Borrowings
(1)
|
|
|
Outstanding
Borrowings |
|
|
Floating Rate Index
(2)
|
|
Spread
|
|
Advance
Rate
(3)
|
|
|
$
|
|
$ 7,113,454
|
|
|
$ 6,465,833
|
|
|
USD LIBOR
|
|
L + 1.65%
|
|
|
79.7%
|
|
€
|
|
€ 1,013,050
|
|
|
€ 963,636
|
|
|
EURIBOR
|
|
E + 1.49%
|
|
|
80.0%
|
|
£
|
|
£ 619,853
|
|
|
£ 619,170
|
|
|
GBP LIBOR
|
|
L + 2.06%
|
|
|
77.1%
|
|
A$
|
|
A$ 255,270
|
|
|
A$
|
|
|
BBSY
|
|
BBSY + 1.90%
|
|
|
78.0%
|
|
C$
|
|
C$ 156,349
|
|
|
C$ 156,362
|
|
|
CDOR
|
|
CDOR + 1.83%
|
|
|
80.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 9,269,701
|
|
|
$ 8,567,394
|
|
|
|
|
INDEX + 1.67%
|
|
|
79.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Potential borrowings represents 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 credit facility.
|
(2)
|
|
Floating rate indices are generally matched to the payment timing under the terms of each secured credit facility and its respective collateral assets.
|
(
3
)
|
|
Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged.
|
|
September 30, 2019
|
|||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance |
Book
|
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
(2)
|
Wtd. Avg.
Term
(3)
|
||||||||||||||||
Collateral assets
|
4
|
$ |
326,839
|
$ |
314,472
|
L+4.96
|
% |
n/a
|
Mar. 2023
|
|||||||||||||
Financing provided
|
4
|
$ |
249,172
|
$ |
241,597
|
L+3.53
|
% |
84,486
|
Mar. 2023
|
|||||||||||||
|
December 31, 2018
|
|||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance |
Book
|
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
(2)
|
Wtd. Avg.
Term
(3)
|
||||||||||||||||
Collateral assets
|
1
|
$ |
106,739
|
$ |
104,807
|
L+6.08
|
% |
n/a
|
Aug. 2022
|
|||||||||||||
Financing provided
|
1
|
$ |
81,739
|
$ |
80,938
|
L+4.07
|
% |
n/a
|
Aug. 2022
|
|
(1)
|
These 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, yield/cost includes the amortization of deferred origination fees / financing costs.
|
|
(2)
|
Other than amounts guaranteed on an
asset-by-asset
basis, borrowings under our asset-specific financings are
non-recourse
to us.
|
|
(3)
|
The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings is term-matched to the corresponding collateral loans.
|
|
December 31, 2018
|
|||||||||||||||||||||||
Loan Participations Sold
|
Count
|
Principal
Balance
|
Book
Value |
Yield/Cost
(1)
|
Guarantee
(2)
|
Term
|
||||||||||||||||||
Total loan
|
1
|
$ |
123,745
|
$ |
122,669
|
L+5.92
|
% |
n/a
|
Feb. 2022
|
|||||||||||||||
Senior participation
(3)
|
1
|
94,528
|
94,418
|
L+4.07
|
% |
n/a
|
Feb. 2022
|
|
(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, yield/cost includes the amortization of deferred fees / financing costs.
|
|
(2)
|
As of December 31, 2018, our loan participations sold were
non-recourse
to us.
|
|
(3)
|
The difference between principal balance and book value of loan participations sold is due to deferred financing costs of $110,000 as of December 31, 2018.
|
|
September 30, 2019
|
||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
||||||||||||
Collateralized Loan Obligation
|
|
|
|
|
|
||||||||||||
Collateral assets
|
20
|
$ |
1,000,000
|
$ |
1,000,000
|
L+3.43
|
% |
September 2022
|
|||||||||
Financing provided
|
1
|
817,500
|
813,852
|
L+1.71
|
% |
June 2035
|
|||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
||||||||||||
Collateral assets
(3)
|
1
|
700,197
|
698,040
|
L+3.60
|
% |
June 2023
|
|||||||||||
Financing provided
|
1
|
474,620
|
474,537
|
L+1.65
|
% |
June 2033
|
|||||||||||
Total
|
|
|
|
|
|
||||||||||||
Collateral assets
|
21
|
$ |
1,700,197
|
$ |
1,698,040
|
L+3.51
|
% |
|
|||||||||
Financing provided
(4)
|
2
|
$ |
1,292,120
|
$ |
1,288,389
|
L+1.69
|
% |
|
|||||||||
|
December 31, 2018
|
||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
||||||||||||
Collateralized Loan Obligation
|
|
|
|
|
|
||||||||||||
Collateral assets
|
26
|
$ |
1,000,000
|
$ |
1,000,000
|
6.25
|
% |
Apr. 2022
|
|||||||||
Financing provided
|
1
|
817,500
|
811,023
|
L+1.74
|
% |
June 2035
|
|||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
||||||||||||
Collateral assets
(3)
|
1
|
682,297
|
678,770
|
L+3.60
|
% |
June 2023
|
|||||||||||
Financing provided
|
1
|
474,620
|
474,448
|
L+1.65
|
% |
June 2033
|
|||||||||||
Total
|
|
|
|
|
|
||||||||||||
Collateral assets
|
27
|
$ |
1,682,297
|
$ |
1,678,770
|
6.19
|
% |
|
|||||||||
Financing provided
(4)
|
2
|
$ |
1,292,120
|
$ |
1,285,471
|
L+1.71
|
% |
|
|||||||||
|
(1)
|
As of September 30, 2019, all of our loans financed by securitized debt obligations earned a floating rate of interest. As of December 31, 2018, 98% of our loans financed by securitized debt obligations earned a floating rate of interest. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.
All-in
yield for the total portfolio assume applicable floating benchmark rates for weighted-average calculation.
|
|
(2)
|
Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.
|
|
(3)
|
The collateral assets for the 2017 Single Asset Securitization include the total loan amount, of which we securitized $500.0 million.
|
|
(4)
|
During the three and nine months ended September 30, 2019, we recorded $11.9 million and $36.9 million, respectively, of interest expense related to our securitized debt obligations. During the three and nine months ended September 30, 2018, we recorded $12.5 million and $
35.6
million, respectively, of interest expense related to our securitized debt obligations.
|
Term Loan Issuance
|
Face Value
|
Coupon Rate
|
All-in
Cost
(1)
|
Maturity
|
||||||||||||
Term Loan B
|
$
|
498,750
|
|
L+2.50
|
% |
L+2.80
|
% |
April 23, 2026
|
||||||||
|
|
(1)
|
Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Secured Term Loan.
|
Convertible Notes Issuance
|
Face Value
|
Coupon Rate
|
All-in
Cost
(1)
|
Conversion Rate
(2)
|
Maturity
|
|||||||||||||||
May 2017
|
$
|
402,500
|
4.38
|
% |
4.85
|
% |
28.0324
|
May 5, 2022
|
||||||||||||
March 2018
|
$ |
220,000
|
4.75
|
% |
5.33
|
% |
27.6052
|
March 15, 2023
|
||||||||||||
|
(1)
|
Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
|
|
(2)
|
Represents the shares of class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of $35.67 and $36.23 per share of class A common stock, respectively, for the May 2017 and March 2018 convertible notes. The cumulative dividend threshold as defined in the respective May 2017 and March 2018 convertible notes supplemental indentures have not been exceeded as of September 30, 2019.
|
|
September 30, 2019
|
December 31, 2018
|
||||||
Face value
|
$ |
622,500
|
$ |
622,500
|
||||
Unamortized discount
|
(9,552
|
) |
(11,740
|
) | ||||
Deferred financing costs
|
(685
|
) |
(849
|
) | ||||
Net book value
|
$ |
612,263
|
$ |
609,911
|
||||
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Cash coupon
|
$ |
7,015
|
$ |
9,277
|
$ |
21,045
|
$ |
25,333
|
||||||||
Discount and issuance cost amortization
|
792
|
1,535
|
2,352
|
4,242
|
||||||||||||
Total interest expense
|
$ |
7,807
|
$ |
10,812
|
$ |
23,397
|
$ |
29,575
|
||||||||
September 30, 2019
|
December 31, 2018
|
|||||||||||||||||
Foreign Currency
Derivatives
|
Number of
Instruments |
|
Notional
Amount |
Foreign Currency
Derivatives
|
Number of
Instruments |
|
Notional
Amount |
|||||||||||
Sell GBP Forward
|
3
|
|
£ |
389,200
|
Sell GBP Forward
|
3
|
|
£ |
192,300
|
|||||||||
Sell EUR Forward
|
3
|
|
€
|
231,000
|
Sell AUD Forward
|
2
|
|
A$ |
187,600
|
|||||||||
Sell AUD Forward
|
3
|
|
A$ |
129,500
|
Sell EUR Forward
|
1
|
|
€
|
185,000
|
|||||||||
Sell CAD Forward
|
1
|
|
C$ |
39,100
|
Sell CAD Forward
|
1
|
|
C$ |
70,600
|
September 30, 2019
|
||||||||||||||||
Interest Rate Derivatives
|
Number of
Instruments |
|
Notional
Amount |
Strike
|
Index
|
Wtd.-Avg.
Maturity (Years) |
||||||||||
Interest Rate Swaps
|
2
|
|
C$ |
17,273
|
1.0
%
|
CDOR
|
0.9
|
|||||||||
Interest Rate Caps
|
1
|
|
$ |
7,296
|
2.3
%
|
USD LIBOR
|
0.2
|
|||||||||
Interest Rate Caps
|
1
|
|
C$ |
21,709
|
3.0
%
|
CDOR
|
0.2
|
|||||||||
December 31, 2018
|
||||||||||||||||
Interest Rate Derivatives
|
Number of
Instruments |
|
Notional
Amount |
Strike
|
Index
|
Wtd.-Avg.
Maturity (Years) |
||||||||||
Interest Rate Swaps
|
3
|
|
C$ |
90,472
|
1.0
%
|
CDOR
|
0.5
|
|||||||||
Interest Rate Caps
|
9
|
|
$ |
204,248
|
2.4
%
|
USD LIBOR
|
0.5
|
|||||||||
Interest Rate Caps
|
2
|
|
C$ |
39,998
|
2.5
%
|
CDOR
|
0.6
|
September 30, 2019
|
||||||||
Non-designated Hedges
|
Number of
Instruments |
Notional
Amount |
||||||
Buy EUR / Sell USD Forward
|
1
|
€ |
131,900
|
|||||
Buy USD / Sell EUR Forward
|
1
|
€ |
131,900
|
|||||
Buy GBP / Sell EUR Forward
|
1
|
€
|
12,857
|
|||||
December 31, 2018
|
||||||||
Non-designated Hedges
|
Number of
Instruments |
Notional
Amount |
||||||
Buy AUD / Sell USD Forward
|
1
|
A$ |
55,000
|
|||||
Buy USD / Sell AUD Forward
|
1
|
A$ |
55,000
|
|||||
Buy GBP / Sell USD Forward
|
1
|
£ |
23,200
|
|||||
Buy USD / Sell GBP Forward
|
1
|
£ |
23,200
|
|||||
Buy GBP / Sell EUR Forward
|
1
|
€
|
12,857
|
|
Fair Value of Derivatives in an
Asset Position
(1)
as of
|
Fair Value of Derivatives in a
Liability Position
(2)
as of
|
||||||||||||||
|
September 30, 2019
|
December 31, 2018
|
September 30, 2019
|
December 31, 2018
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$ |
19,103
|
$ |
8,210
|
$ |
32
|
$ |
1,307
|
||||||||
Interest rate derivatives
|
119
|
590
|
—
|
—
|
||||||||||||
Total
|
$ |
19,222
|
$ |
8,800
|
$ |
32
|
$ |
1,307
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$ |
5,787
|
$ |
1,116
|
$ |
3,960
|
$ |
1,618
|
||||||||
Interest rate derivatives
|
—
|
—
|
—
|
—
|
||||||||||||
Total
|
$ |
5,787
|
$ |
1,116
|
$ |
3,960
|
$ |
1,618
|
||||||||
Total Derivatives
|
$ |
25,009
|
$ |
9,916
|
$ |
3,992
|
$ |
2,925
|
||||||||
|
(1)
|
|
Included in other assets in our consolidated balance sheets.
|
|
|||||||||||||||
(2)
|
|
Included in other liabilities in our consolidated balance sheets.
|
|
|
Amount of Gain (Loss)
Recognized in
OCI on Derivatives
|
Location of
Gain (Loss)
Reclassified from Accumulated OCI into Income |
Amount of Gain
(Loss) Reclassified from
Accumulated OCI into Income
|
|||||||||||||||||
Derivatives in Hedging Relationships
|
Three Months
Ended September 30, 2019 |
Nine Months
Ended September 30, 2019 |
Three Months
Ended September 30, 2019 |
Nine Months
Ended September 30, 2019 |
||||||||||||||||
Net Investment Hedges
|
|
|
|
|
|
|||||||||||||||
Foreign exchange contracts
(1)
|
$ |
35,978
|
$ |
45,272
|
Interest Expense
|
$ |
—
|
$ |
—
|
|||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|||||||||||||||
Interest rate derivatives
|
13
|
(152
|
) |
Interest Expense
|
(2)
|
4
|
167
|
|||||||||||||
Total
|
$ |
35,991
|
$ |
45,120
|
|
$ |
4
|
$ |
167
|
|||||||||||
|
(1)
|
During the three and nine months ended September 30, 2019, we received net cash settlements of $24.2 million and $31.1 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheets.
|
|
(2)
|
During the three months ended September 30, 2019, we recorded total interest and related expenses of $112.0 million, which was reduced by $4,000 related to
income generated by
our cash flow hedges. During the nine months ended September 30, 2019, we recorded total interest and related expenses of $347.5 million, which was reduced by $167,000 related to income generated by our cash flow hedges.
|
|
Class A Common Stock Offerings
|
2019 Total /
|
||||||||||
|
June 2019
|
At-the-Market
2019
(1)
|
Wtd. Avg.
|
|||||||||
Shares issued
|
8,625,000
|
1,909,628
|
10,534,628
|
|||||||||
Gross share issue price
(2)
|
$ |
36.00
|
$ |
34.63
|
$ |
35.75
|
||||||
Net share issue price
(3)
|
$ |
35.62
|
$ |
34.28
|
$ |
35.38
|
||||||
Net proceeds
(4)
|
$ |
306,952
|
$ |
65,389
|
$ |
372,341
|
|
(1) |
Issuance represents shares issued under our
at-the-market
program.
|
(2) | Represents the weighted-average gross price per share paid by underwriters or sales agents, as applicable. |
(3) | Represents the weighted-average net proceeds per share after underwriting or sales discounts and commissions. |
(4) | Net proceeds represents proceeds received from the underwriters less applicable transaction costs. |
|
Nine Months Ended September 30,
|
|||||||
Common Stock Outstanding
(1)
|
2019
|
2018
|
||||||
Beginning balance
|
123,664,577
|
108,081,077
|
||||||
Issuance of class A common stock
(2)
|
10,535,507
|
11,484,414
|
||||||
Issuance of restricted class A common stock, net
|
317,339
|
300,921
|
||||||
Issuance of deferred stock units
|
23,428
|
23,730
|
||||||
Ending balance
|
134,540,851
|
119,890,142
|
||||||
|
(1)
|
Includes deferred stock units held by members of our board of directors of 252,267 and 220,947 as of September 30, 2019 and 2018, respectively.
|
|
(2)
|
Includes 879 and 1,279 shares issued under our dividend reinvestment program during the nine months ended September 30, 2019 and 2018, respectively.
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Dividends declared per share of common stock
|
$ |
0.62
|
$ |
0.62
|
$ |
1.86
|
$ |
1.86
|
||||||||
Total dividends declared
|
$ |
83,259
|
$ |
74,195
|
$ |
244,431
|
$ |
210,369
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Net income
(1)
|
$ |
74,897
|
$ |
78,165
|
$ |
226,635
|
$ |
211,436
|
||||||||
Weighted-average
shares outstanding, basic and diluted
|
134,536,683
|
116,203,140
|
128,485,701
|
111,251,864
|
||||||||||||
Per share amount, basic and diluted
|
$ |
0.56
|
$ |
0.67
|
$ |
1.76
|
$ |
1.90
|
||||||||
|
||
(1)
|
Represents net income attributable to Blackstone Mortgage Trust.
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Professional services
(1)
|
$ |
1,177
|
$ |
1,022
|
$ |
3,616
|
$ |
3,383
|
||||||||
Operating and other costs
(1)
|
810
|
687
|
2,059
|
2,026
|
||||||||||||
Subtotal
|
1,987
|
1,709
|
5,675
|
5,409
|
||||||||||||
Non-cash compensation expenses
|
|
|
|
|
||||||||||||
Restricted class A common stock earned
|
7,629
|
6,609
|
22,901
|
20,113
|
||||||||||||
Director stock-based compensation
|
125
|
125
|
375
|
375
|
||||||||||||
Subtotal
|
7,754
|
6,734
|
23,276
|
20,488
|
||||||||||||
Total general and administrative expenses
|
$ |
9,741
|
$ |
8,443
|
$ |
28,951
|
$ |
25,897
|
||||||||
|
|
|
|
|
(1)
|
During the three and nine months ended September 30, 2019, we recognized an aggregate $234,000 and $567,000, respectively, of expenses related to our Multifamily Joint Venture. During the three and nine months ended September 30, 2018, we recognized an aggregate $77,000 and $302,000, respectively, of expenses related to our Multifamily Joint Venture.
|
|
Restricted Class A
Common Stock |
Weighted-Average
Grant Date Fair Value Per Share |
||||||
Balance as of December 31, 2018
|
1,614,907
|
$ |
32.94
|
|||||
Granted
|
334,904
|
31.54
|
||||||
Vested
|
(711,522
|
) |
32.08
|
|||||
Forfeited
|
(17,565
|
) |
31.55
|
|||||
Balance as of September 30, 2019
|
1,220,724
|
$ |
33.08
|
|||||
|
September 30, 2019
|
December 31, 2018
|
||||||||||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Derivatives
|
$ |
—
|
$
|
25,009
|
$ |
—
|
$
|
25,009
|
$ |
—
|
$
|
9,916
|
$ |
—
|
$
|
9,916
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Derivatives
|
$ |
—
|
$ |
3,992
|
$ |
—
|
$ |
3,992
|
$ |
—
|
$ |
2,925
|
$ |
—
|
$ |
2,925
|
|
September 30, 2019
|
December 31, 2018
|
||||||||||||||||||||||
|
Book
Value
|
Face
Amount
|
Fair
Value
|
Book
Value
|
Face
Amount
|
Fair
Value
|
||||||||||||||||||
Financial assets
|
|
|
|
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
$ |
84,289
|
$ |
84,289
|
$ |
84,289
|
$ |
105,662
|
$
|
105,662
|
$
|
105,662
|
||||||||||||
Loans receivable, net
|
14,755,072
|
14,849,556
|
14,852,871
|
14,191,200
|
14,293,970
|
14,294,836
|
||||||||||||||||||
Debt securities
held-to-maturity
(1)
|
92,580
|
95,032
|
94,280
|
96,167
|
99,000
|
96,600
|
||||||||||||||||||
Financial liabilities
|
|
|
|
|
|
|
||||||||||||||||||
Secured debt agreements, net
|
8,790,604
|
8,816,566
|
8,816,566
|
8,974,756
|
8,996,481
|
8,996,481
|
||||||||||||||||||
Loan participations sold, net
|
—
|
—
|
—
|
94,418
|
94,528
|
94,528
|
||||||||||||||||||
Securitized debt obligations, net
|
1,288,389
|
1,292,120
|
1,292,309
|
1,285,471
|
1,292,120
|
1,283,086
|
||||||||||||||||||
Secured term loan, net
|
490,659
|
498,750
|
500,310
|
—
|
—
|
—
|
||||||||||||||||||
Convertible notes, net
|
612,263
|
622,500
|
653,026
|
609,911
|
622,500
|
605,348
|
|
(1)
|
Included in other assets on our consolidated balance sheets.
|
|
September 30, 2019
|
December 31, 2018
|
||||||
Assets:
|
|
|
||||||
Loans receivable, net
|
$ |
1,446,375
|
$ |
1,500,000
|
||||
Other assets
|
58,086
|
5,440
|
||||||
Total assets
|
$ |
1,504,461
|
$ |
1,505,440
|
||||
Liabilities:
|
|
|
||||||
Securitized debt obligations, net
|
$ |
1,288,389
|
$ |
1,285,471
|
||||
Other liabilities
|
1,802
|
2,155
|
||||||
Total liabilities
|
$ |
1,290,191
|
$ |
1,287,626
|
||||
|
|
Payment Timing
|
||||||||||||||||||
|
Total
|
Less Than
|
1 to 3
|
3 to 5
|
More Than
|
|||||||||||||||
|
Obligation
|
1 Year
|
Years
|
Years
|
5 Years
|
|||||||||||||||
Principal repayments under secured debt agreements
(1)
|
$ |
8,816,566
|
$ |
125,859
|
$ |
3,286,387
|
$ |
5,036,844
|
$ |
367,476
|
||||||||||
Principal repayments of secured term loans
(2)
|
498,750
|
3,750
|
10,000
|
10,000
|
475,000
|
|||||||||||||||
Principal repayments of convertible notes
(3)
|
622,500
|
—
|
402,500
|
220,000
|
—
|
|||||||||||||||
Total
(4)
|
$ |
9,937,816
|
$ |
129,609
|
$ |
3,698,887
|
$ |
5,266,844
|
$ |
842,476
|
||||||||||
|
(1)
|
The allocation of repayments under our secured debt agreements is based on the earlier of (i) the maturity date of each facility, or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.
|
|
(2)
|
The Secured Term Loan is partially amortizing, with an amount equal to 1.0% per annum of the original principal balance due in quarterly installments. Refer to Note 8 for further details on our secured term loan.
|
|
(3)
|
Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer to Note 9 for further details on our Convertible Notes.
|
|
(4)
|
Does not include $533.4 million of
non-consolidated
senior interests and $1.3 billion of securitized debt obligations, as the satisfaction of these liabilities will not require cash outlays from us.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
|
|||||||
|
September 30, 2019
|
|
June 30, 2019
|
|
||||
Net income
(1)
|
$ |
74,897
|
$ |
75,174
|
||||
Weighted-average shares outstanding, basic and diluted
|
134,536,683
|
126,475,244
|
||||||
Net income per share, basic and diluted
|
$ |
0.56
|
$ |
0.59
|
||||
Dividends declared per share
|
$ |
0.62
|
$ |
0.62
|
||||
|
(1) | Represents net income attributable to Blackstone Mortgage Trust. |
|
Three Months Ended
|
|||||||
|
September 30, 2019
|
|
June 30, 2019
|
|
||||
Net income
(1)
|
$ |
74,897
|
$ |
75,174
|
||||
Non-cash
compensation expense
|
7,754
|
7,754
|
||||||
Hedging and foreign currency income, net
(2)
|
2,898
|
3,237
|
||||||
Other items
|
78
|
58
|
||||||
Core Earnings
|
$ |
85,627
|
$ |
86,223
|
||||
Weighted-average shares outstanding, basic and diluted
|
134,536,683
|
126,475,244
|
||||||
Core Earnings per share, basic and diluted
|
$ |
0.64
|
$ |
0.68
|
||||
|
(1)
|
Represents net income attributable to Blackstone Mortgage Trust.
|
|||
(2)
|
Primarily represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S. dollar terms. These amounts are not included in GAAP net income, but rather as a component of Other Comprehensive Income in our consolidated financial statements.
|
|
September 30, 2019
|
|
June 30, 2019
|
|
||||
Stockholders’ equity
|
$ |
3,742,793
|
$ |
3,747,363
|
||||
Shares
|
|
|
||||||
Class A common stock
|
134,288,584
|
134,288,258
|
||||||
Deferred stock units
|
252,267
|
244,536
|
||||||
Total outstanding
|
134,540,851
|
134,532,794
|
||||||
Book value per share
|
$ |
27.82
|
$ |
27.85
|
||||
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||
|
September 30, 2019
|
|
September 30, 2019
|
|
||||
Loan originations
(1)
|
$ |
3,682,731
|
$ |
5,637,990
|
||||
Loan fundings
(2)
|
$ |
1,411,339
|
$ |
3,355,801
|
||||
Loan repayments
(3)
|
(681,614
|
) |
(2,576,092
|
) | ||||
Total net (repayments) fundings
|
$ |
729,725
|
$ |
779,709
|
||||
|
(1)
|
Includes new loan originations and additional commitments made under existing loans.
|
|||
(2)
|
Loan fundings during the three and nine months ended September 30, 2019 include $14.0 million and $36.2 million, respectively, of additional fundings under related
non-consolidated
senior interests. Additionally, during the three and nine months ended September 30, 2019, $125.4 million was funded, and subsequently sold and included as a
non-consolidated
senior interest.
|
|||
(3)
|
Loan repayments during the nine months ended September 30, 2019 include $61.1 million of additional repayments of loan exposure under related
non-consolidated
senior interests. There were no loan repayments during the three months ended September 30, 2019 related to
non-consolidated
senior interests.
|
|
|
|
Total Investment Exposure
|
|||||||||||||||||||||
|
Balance Sheet
Portfolio
(1)
|
|
Loan
Exposure
(1)(2)
|
|
Other
Investments
(3)
|
|
|
|
|
|
Total Investment
Portfolio |
|
||||||||||||
Number of investments
|
128
|
128
|
1
|
|
|
129
|
||||||||||||||||||
Principal balance
|
$ |
14,849,556
|
$ |
15,382,934
|
$ |
993,517
|
|
|
$ |
16,376,451
|
||||||||||||||
Net book value
|
$ |
14,755,072
|
$ |
14,755,072
|
$ |
92,580
|
|
|
$ |
14,847,652
|
||||||||||||||
Unfunded loan commitments
(4)
|
$ |
4,724,809
|
$ |
5,225,021
|
$ |
—
|
|
|
$ |
5,225,021
|
||||||||||||||
Weighted-average cash coupon
(5)
|
L + 3.30
|
% |
L + 3.34
|
% |
L + 2.75
|
% |
|
|
L + 3.30
|
% | ||||||||||||||
Weighted-average
all-in
yield
(5)
|
L + 3.64
|
% |
L + 3.68
|
% |
L + 3.00
|
% |
|
|
L + 3.64
|
% | ||||||||||||||
Weighted-average maximum maturity (years)
(6)
|
3.6
|
3.6
|
5.7
|
|
|
3.8
|
||||||||||||||||||
Loan to value (LTV)
(7)
|
63.6
|
% |
63.7
|
% |
42.6
|
% |
|
|
62.5
|
% | ||||||||||||||
|
|
(1)
|
Excludes investment exposure to the $95.0 million subordinate risk retention interest we own in the $993.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
|
|
(2)
|
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. Total loan exposure encompasses the entire loan we originated and financed, including $533.4 million of such
non-consolidated
senior interests that are not included in our balance sheet portfolio.
|
|
(3)
|
Includes investment exposure to the $993.5 million 2018 Single Asset Securitization. We do not consolidate the 2018 Single Asset Securitization on our consolidated financial statements, and instead reflect our $95.0 million subordinate risk retention investment as a component of other assets on our consolidated balance sheet. Refer to Notes 4 and 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
|
|
(4)
|
Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
|
|
(5)
|
The weighted-average cash coupon and
all-in
yield are expressed in terms excluding the relevant floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as of September 30, 2019. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. As of September 30, 2019, 97% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and 3% earned a fixed rate of interest. In addition, $3.5 billion of our loans earned interest based on floors that are above the applicable index as of September 30, 2019.
|
|
(6)
|
Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of September 30, 2019, 63% of our loans and other investments were subject to yield maintenance or other prepayment restrictions and 37% were open to repayment by the borrower without penalty.
|
|
(7)
|
Based on LTV as of the dates loans and other investments were originated or acquired by us.
|
Investment
Count |
|
|
Currency
|
|
Total Investment
Portfolio
|
|
|
Floating Rate Index
(1)
|
|
Cash Coupon
(2)
|
|
All-in
Yield
(2)
|
||||||||||||
106
|
|
$
|
|
$ |
12,781,117
|
|
USD LIBOR
|
|
L + 3.20%
|
|
L + 3.55%
|
|||||||||||||
11
|
|
£
|
|
£ |
1,406,400
|
|
GBP LIBOR
|
|
L + 4.01%
|
|
L + 4.30%
|
|||||||||||||
5
|
|
€
|
|
€
|
1,266,313
|
|
EURIBOR
|
|
E + 3.15%
|
|
E + 3.46%
|
|||||||||||||
3
|
|
A$
|
|
A$ |
502,185
|
|
BBSY
|
|
BBSY + 4.01%
|
|
BBSY + 4.23%
|
|||||||||||||
4
|
|
C$
|
|
C$ |
195,808
|
|
CDOR
|
|
CDOR + 3.77%
|
|
CDOR + 3.89%
|
|||||||||||||
129
|
|
|
|
$ |
16,376,451
|
|
|
|
INDEX + 3.30%
|
|
INDEX + 3.64%
|
|||||||||||||
|
|
|
|
|
(1) | We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD LIBOR. |
(2) |
In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.
|
|
(1)
|
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. See Note 2 to our consolidated financial statements for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $533.4 million of such
non-consolidated
senior interests as of September 30, 2019.
|
|
(2)
|
Excludes investment exposure to the $993.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
|
Portfolio Financing
|
|||||||
|
Outstanding Principal Balance
|
|||||||
|
September 30, 2019
|
|
December 31, 2018
|
|
||||
Secured credit facilities
|
$ |
8,567,394
|
$ |
8,870,897
|
||||
Asset-specific financings
|
249,172
|
81,739
|
||||||
Revolving credit agreement
|
—
|
43,845
|
||||||
Loan participations sold
|
—
|
94,528
|
||||||
Non-consolidated
senior interests
(1)
|
533,379
|
446,874
|
||||||
Securitized debt obligations
|
1,292,120
|
1,292,120
|
||||||
Total portfolio financing
|
$ |
10,642,065
|
$ |
10,830,003
|
||||
|
|
|
(1)
|
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 in our results of operations.
|
|
September 30, 2019
|
|||||||||||||||||
|
Credit Facility Borrowings
|
|
Collateral
|
|
||||||||||||||
Lender
|
Potential
(1)
|
|
Outstanding
|
|
Available
(1)
|
|
|
Assets
(2)
|
|
|||||||||
Deutsche Bank
|
$ |
1,722,050
|
$ |
1,722,050
|
$ |
—
|
|
$ |
2,185,465
|
|||||||||
Wells Fargo
|
1,661,789
|
1,564,215
|
97,574
|
|
2,135,379
|
|||||||||||||
JP Morgan
|
1,016,689
|
918,526
|
98,163
|
|
1,303,288
|
|||||||||||||
Citibank
|
1,090,739
|
888,053
|
202,686
|
|
1,386,175
|
|||||||||||||
Barclays
|
996,648
|
793,906
|
202,742
|
|
1,246,490
|
|||||||||||||
Bank of America
|
658,724
|
658,724
|
—
|
|
840,573
|
|||||||||||||
Morgan Stanley
|
490,213
|
434,165
|
56,048
|
|
658,055
|
|||||||||||||
MetLife
|
417,677
|
417,677
|
—
|
|
524,004
|
|||||||||||||
Société Générale
|
333,473
|
333,473
|
—
|
|
428,887
|
|||||||||||||
Goldman Sachs
|
313,895
|
268,895
|
45,000
|
|
426,383
|
|||||||||||||
Goldman Sachs - Multi. JV
(3)
|
217,601
|
217,601
|
—
|
|
279,037
|
|||||||||||||
US Bank - Multi. JV
(3)
|
184,031
|
183,937
|
94
|
|
230,039
|
|||||||||||||
Santander
|
143,852
|
143,852
|
—
|
|
179,815
|
|||||||||||||
Bank of America - Multi. JV
(3)
|
22,320
|
22,320
|
—
|
|
28,642
|
|||||||||||||
|
$ 9,269,701
|
$ 8,567,394
|
$ 702,307
|
|
$ 11,852,232
|
|||||||||||||
|
(1)
|
Potential borrowings represents 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 credit facility.
|
|
(2)
|
Represents the principal balance of the collateral assets.
|
|
(3)
|
These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture.
|
|
September 30, 2019
|
|||||||||||||||||||||
|
|
Principal
|
|
Book
|
|
Wtd. Avg.
|
|
|
|
Wtd. Avg.
|
|
|||||||||||
Asset-Specific Financings
|
Count
|
Balance
|
|
Value
|
|
Yield/Cost
(1)
|
|
Guarantee
(2)
|
|
Term
(3)
|
|
|||||||||||
Collateral assets
|
4
|
$ |
326,839
|
$ |
314,472
|
L+4.96
|
% |
n/a
|
Mar. 2023
|
|||||||||||||
Financing provided
|
4
|
$ |
249,172
|
$ |
241,597
|
L+3.53
|
% |
84,486
|
Mar. 2023
|
|
||
(1)
|
These 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, yield/cost includes the amortization of deferred origination fees / financing costs.
|
|
(2)
|
Other than amounts guaranteed on an
asset-by-asset
basis, borrowings under our asset-specific financings are
non-recourse
to us.
|
|
(3)
|
The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings is term-matched to the corresponding collateral loans.
|
|
September 30, 2019
|
|||||||||||||||||||||
|
|
Principal
|
|
Book
|
|
Wtd. Avg.
|
|
|
|
Wtd. Avg.
|
|
|||||||||||
Non-Consolidated Senior Interests
|
Count
|
Balance
|
|
Value
|
|
Yield/Cost
(1)
|
|
Guarantee
|
|
Term
|
|
|||||||||||
Total loan
|
3
|
$ |
628,837
|
n/a
|
5.74
|
% |
n/a
|
May 2023
|
||||||||||||||
Senior participation
|
3
|
533,379
|
n/a
|
4.49
|
% |
n/a
|
May 2023
|
|
||
(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
yield/cost includes the amortization of deferred fees / financing costs.
|
|
September 30, 2019
|
|||||||||||||||||
|
|
Principal
|
|
Book
|
|
Wtd. Avg.
|
|
|
|
|||||||||
Securitized Debt Obligations
|
Count
|
Balance
|
|
Value
|
|
Yield/Cost
(1)
|
|
Term
(2)
|
|
|||||||||
Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
20
|
$ |
1,000,000
|
$ |
1,000,000
|
L+3.43
|
% |
September 2022
|
||||||||||
Financing provided
|
1
|
817,500
|
813,852
|
L+1.71
|
% |
June 2035
|
||||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
|||||||||||||
Collateral assets
(3)
|
1
|
700,197
|
698,040
|
L+3.60
|
% |
June 2023
|
||||||||||||
Financing provided
|
1
|
474,620
|
474,537
|
L+1.65
|
% |
June 2033
|
||||||||||||
Total
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
21
|
$ |
1,700,197
|
$ |
1,698,040
|
L+3.51
|
% |
|
||||||||||
Financing provided
(4)
|
2
|
$ |
1,292,120
|
$ |
1,288,389
|
L+1.69
|
% |
|
||||||||||
|
||
(1)
|
In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.
All-in
yield for the total portfolio assume applicable floating benchmark rates for weighted-average calculation.
|
|
(2)
|
Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.
|
|
(3)
|
The collateral assets for the 2017 Single Asset Securitization include the total loan amount, of which we securitized $500.0 million.
|
|
(4)
|
During the three and nine months ended September 30, 2019, we recorded $11.9 million and $36.9 million, respectively, of interest expense related to our securitized debt obligations.
|
Term Loan Issuance
|
Face Value
|
|
Coupon Rate
|
|
All-in
Cost
(1)
|
|
Maturity
|
|
||||||||
Term Loan B
|
$ |
498,750
|
L+2.50
|
% |
L+2.80
|
% |
April 23, 2026
|
|
||
(1)
|
Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Secured Term Loan.
|
Convertible Notes Issuance
|
Face Value
|
|
Coupon Rate
|
|
All-in
Cost
(1)
|
|
Maturity
|
|
||||||||
May 2017
|
$ |
402,500
|
4.38
|
% |
4.85
|
% |
May 5, 2022
|
|||||||||
March 2018
|
$ |
220,000
|
4.75
|
% |
5.33
|
% |
March 15, 2023
|
|
||
(1)
|
Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
|
|
USD
|
|
EUR
|
|
GBP
|
|
AUD
|
|
CAD
|
|
||||||||||
Floating rate loans
(1)
|
$ |
11,787,601
|
€
|
1,266,313
|
£ |
1,037,040
|
A$ |
502,185
|
C$ |
148,627
|
||||||||||
Floating rate debt
(1)(2)(3)
|
(8,591,874
|
) |
(963,636
|
) |
(619,170
|
) |
(368,276
|
) |
(139,089
|
) | ||||||||||
Net floating rate exposure
(4)
|
$ |
3,195,727
|
€
|
302,677
|
£ |
417,870
|
A$ |
133,909
|
C$ |
9,538
|
||||||||||
|
||
(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,
non-consolidated
senior interests, securitized debt obligations, and secured term loans.
|
|
(3)
|
Balance includes two interest rate swaps totaling C$17.3 million ($13.1 million as of September 30, 2019) that are used to hedge a portion of our fixed rate debt.
|
|
(4)
|
In addition, we have interest rate caps of $7.3 million and C$21.7 million ($16.4 million as of September 30, 2019) to limit our exposure to increases in interest rates.
|
|
Three Months Ended
September 30, |
2019 vs
|
|
Nine Months Ended
September 30, |
2019 vs
|
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2018
|
|
2019
|
|
2018
|
|
2018
|
|
||||||||||||
Income from loans and other investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and related income
|
$ |
213,873
|
$ |
203,107
|
$ |
10,766
|
$ |
662,001
|
$ |
550,011
|
$ |
111,990
|
||||||||||||
Less: Interest and related expenses
|
111,957
|
97,955
|
14,002
|
347,536
|
255,677
|
91,859
|
||||||||||||||||||
Income from loans and other investments, net
|
101,916
|
105,152
|
(3,236
|
) |
314,465
|
294,334
|
20,131
|
|||||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Management and incentive fees
|
17,502
|
18,368
|
(866
|
) |
58,276
|
56,248
|
2,028
|
|||||||||||||||||
General and administrative expenses
|
9,741
|
8,443
|
1,298
|
28,951
|
25,897
|
3,054
|
||||||||||||||||||
Total other expenses
|
27,243
|
26,811
|
432
|
87,227
|
82,145
|
5,082
|
||||||||||||||||||
Income before income taxes
|
74,673
|
78,341
|
(3,668
|
) |
227,238
|
212,189
|
15,049
|
|||||||||||||||||
Income tax (benefit) provision
|
(721
|
) |
48
|
(769
|
) |
(573
|
) |
272
|
(845
|
) | ||||||||||||||
Net income
|
75,394
|
78,293
|
(2,899
|
) |
227,811
|
211,917
|
15,894
|
|||||||||||||||||
Net income attributable to
non-controlling
interests
|
(497
|
) |
(128
|
) |
(369
|
) |
(1,176
|
) |
(481
|
) |
(695
|
) | ||||||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ |
74,897
|
$ |
78,165
|
$ |
(3,268
|
) | $ |
226,635
|
$ |
211,436
|
$ |
15,199
|
|||||||||||
Net income per share - basic and diluted
|
$ |
0.56
|
$ |
0.67
|
$ |
(0.11
|
) | $ |
1.76
|
$ |
1.90
|
$ |
(0.14
|
) | ||||||||||
Dividends declared per share
|
$ |
0.62
|
$ |
0.62
|
$ |
—
|
$ |
1.86
|
$ |
1.86
|
$ |
—
|
|
September 30, 2019
|
|
December 31, 2018
|
|
||||
Debt-to-equity
ratio
(1)
|
2.6x
|
2.8x
|
||||||
Total leverage ratio
(2)
|
3.4x
|
3.7x
|
||||||
|
(1)
|
Represents (i) total outstanding secured debt agreements, secured term loans, and convertible notes, less cash, to (ii) total equity, in each case at period end.
|
|
(2)
|
Represents (i) total outstanding secured debt agreements, secured term loans, convertible notes,
non-consolidated
senior interests, and securitized debt obligations, less cash, to (ii) total equity, in each case at period end.
|
|
September 30, 2019
|
|
December 31, 2018
|
|
||||
Cash and cash equivalents
|
$ |
84,289
|
$ |
105,662
|
||||
Available borrowings under secured debt agreements
|
708,367
|
359,618
|
||||||
Loan principal payments held by servicer, net
(1)
|
3,218
|
4,855
|
||||||
|
$ |
795,874
|
$ |
470,135
|
||||
|
(1)
|
Represents loan principal payments held by our third-party servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance.
|
|
|
|
Payment Timing
|
|||||||||||||||||
|
Total
|
|
Less Than
|
|
1 to 3
|
|
3 to 5
|
|
More Than
|
|
||||||||||
|
Obligation
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
|
||||||||||
Unfunded loan commitments
(1)
|
$ |
4,724,809
|
$ |
1,660,315
|
$ |
2,561,184
|
$ |
478,044
|
$ |
25,266
|
||||||||||
Principal repayments under secured debt agreements
(2)
|
8,816,566
|
125,859
|
3,286,387
|
5,036,844
|
367,476
|
|||||||||||||||
Principal repayments of secured term loans
(3)
|
498,750
|
3,750
|
10,000
|
10,000
|
475,000
|
|||||||||||||||
Principal repayments of convertible notes
(4)
|
622,500
|
—
|
402,500
|
220,000
|
—
|
|||||||||||||||
Interest payments
(2)(5)
|
1,175,618
|
370,408
|
565,271
|
199,766
|
40,173
|
|||||||||||||||
Total
(6)
|
$ |
15,838,243
|
$ |
2,160,332
|
$ |
6,825,342
|
$ |
5,944,654
|
$ |
907,915
|
||||||||||
|
(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 repayments under our secured debt agreements for both principal and interest payments is based on the earlier of (i) the maturity date of each facility, or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.
|
|
(3)
|
The Secured Term Loan is partially amortizing, with an amount equal to 1.0% per annum of the original principal balance due in quarterly installments. Refer to Note 8 to our consolidated financial statements for further details on our secured term loan.
|
|
(4)
|
Reflects the outstanding principal balance of convertible notes, excluding any potential conversion premium. Refer to Note 9 to our consolidated financial statements for further details on our convertible notes.
|
|
(5)
|
Represents interest payments on our secured debt agreements, convertible notes, and Secured Term Loan. Future interest payment obligations are estimated assuming the amounts outstanding and the interest rates in effect as of September 30, 2019 will remain constant into the future. This is only an estimate as actual amounts borrowed and interest rates will vary over time.
|
|
(6)
|
Total does not include $533.4 million of
non-consolidated
senior interests and $1.3 billion of securitized debt obligations, as the satisfaction of these liabilities will not require cash outlays from us.
|
|
Nine Months Ended September 30,
|
|||||||
|
2019
|
|
2018
|
|
||||
Cash flows provided by operating activities
|
$ |
228,591
|
$ |
222,735
|
||||
Cash flows used in investing activities
|
(668,618
|
) |
(2,211,469
|
) | ||||
Cash flows provided by financing activities
|
419,550
|
1,964,959
|
||||||
Net decrease in cash and cash equivalents
|
$ |
(20,477
|
) | $ |
(23,775
|
) | ||
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
|
Principal
Balance
(4)
|
|
Net Book
Value |
|
Cash
Coupon
(5)
|
|
All-in
Yield
(5)
|
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
LTV
(2)
|
|
Risk
Rating |
|||||||||||||||||||
1
|
Senior loan
|
3/22/2018
|
$ |
1,004.6
|
$ |
1,004.6
|
$ |
999.7
|
L + 3.15%
|
L + 3.40%
|
3/15/2023
|
Diversified - Spain
|
Mixed-Use
|
n/a
|
71%
|
3
|
||||||||||||||||||||||
2
|
Senior loan
|
5/11/2017
|
752.6
|
700.2
|
698.0
|
L + 3.40%
|
L + 3.60%
|
6/10/2023
|
Washington DC
|
Office
|
$343 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
3
|
Senior loan
(3)
|
8/6/2015
|
453.9
|
453.9
|
82.5
|
5.75%
|
5.77%
|
10/29/2022
|
Diversified - EUR
|
Other
|
n/a
|
71%
|
3
|
|||||||||||||||||||||||||
4
|
Senior loan
|
5/1/2015
|
355.0
|
344.5
|
344.2
|
L + 2.85%
|
L + 3.02%
|
5/1/2023
|
New York
|
Office
|
$437 / sqft
|
68%
|
2
|
|||||||||||||||||||||||||
5
|
Senior loan
|
1/7/2015
|
350.0
|
332.5
|
332.3
|
L + 2.50%
|
L + 2.76%
|
1/9/2021
|
New York
|
Office
|
$285 / sqft
|
53%
|
2
|
|||||||||||||||||||||||||
6
|
Senior loan
|
2/13/2018
|
330.0
|
329.7
|
329.5
|
L + 3.42%
|
L + 3.52%
|
3/9/2023
|
New York
|
Multi
|
$798,239 / unit
|
62%
|
3
|
|||||||||||||||||||||||||
7
|
Senior loan
|
10/23/2018
|
352.4
|
328.1
|
326.4
|
L + 3.40%
|
L + 3.72%
|
10/23/2021
|
New York
|
Mixed-Use
|
$556 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
8
|
Senior loan
|
3/31/2017
|
339.3
|
327.7
|
325.6
|
L + 3.50%
|
L + 3.87%
|
8/9/2023
|
Maui
|
Hotel
|
$431,810 / key
|
61%
|
3
|
|||||||||||||||||||||||||
9
|
Senior loan
|
1/11/2019
|
295.1
|
295.1
|
291.2
|
L + 4.35%
|
L + 4.70%
|
1/11/2026
|
Diversified - UK
|
Other
|
$291 / sqft
|
66%
|
3
|
|||||||||||||||||||||||||
10
|
Senior loan
|
11/30/2018
|
292.9
|
277.8
|
275.6
|
L + 2.85%
|
L + 3.20%
|
12/9/2023
|
New York
|
Hotel
|
$227,338 / key
|
73%
|
3
|
|||||||||||||||||||||||||
11
|
Senior loan
|
11/30/2018
|
253.9
|
247.4
|
245.5
|
L + 2.80%
|
L + 3.17%
|
12/9/2023
|
San Francisco
|
Hotel
|
$363,291 / key
|
73%
|
3
|
|||||||||||||||||||||||||
12
|
Senior loan
|
12/11/2018
|
310.0
|
241.6
|
239.1
|
L + 2.55%
|
L + 2.96%
|
12/9/2023
|
Chicago
|
Office
|
$203 / sqft
|
78%
|
3
|
|||||||||||||||||||||||||
13
|
Senior loan
|
7/31/2018
|
284.5
|
233.1
|
231.1
|
L + 3.10%
|
L + 3.54%
|
8/9/2022
|
San Francisco
|
Office
|
$585 / sqft
|
50%
|
2
|
|||||||||||||||||||||||||
14
|
Senior loan
|
5/9/2018
|
242.9
|
232.9
|
231.9
|
L + 2.60%
|
L + 3.03%
|
5/9/2023
|
New York
|
Industrial
|
$66 / sqft
|
70%
|
2
|
|||||||||||||||||||||||||
15
|
Senior loan
|
12/22/2017
|
225.0
|
225.0
|
224.1
|
L + 2.80%
|
L + 3.16%
|
1/9/2023
|
Chicago
|
Multi
|
$326,087 / unit
|
65%
|
3
|
|||||||||||||||||||||||||
16
|
Senior loan
|
6/23/2015
|
211.6
|
211.6
|
211.4
|
L + 3.65%
|
L + 3.78%
|
5/8/2022
|
Washington DC
|
Office
|
$237 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
17
|
Senior loan
|
4/15/2016
|
225.0
|
211.1
|
210.4
|
L + 3.25%
|
L + 3.84%
|
5/9/2023
|
New York
|
Office
|
$197 / sqft
|
40%
|
2
|
|||||||||||||||||||||||||
18
|
Senior loan
|
4/12/2018
|
259.3
|
201.1
|
200.6
|
L + 2.93%
|
L + 3.35%
|
11/20/2022
|
New York
|
Office
|
$75 / sqft
|
58%
|
1
|
|||||||||||||||||||||||||
19
|
Senior loan
|
10/23/2018
|
278.4
|
191.4
|
189.8
|
L + 2.65%
|
L + 2.88%
|
11/9/2024
|
Atlanta
|
Office
|
$179 / sqft
|
64%
|
2
|
|||||||||||||||||||||||||
20
|
Senior loan
|
6/4/2018
|
189.3
|
189.5
|
189.0
|
L + 3.50%
|
L + 3.86%
|
6/9/2024
|
New York
|
Hotel
|
$313,015 / key
|
52%
|
3
|
|||||||||||||||||||||||||
21
|
Senior loan
|
8/31/2017
|
203.0
|
188.7
|
187.8
|
L + 2.50%
|
L + 2.75%
|
9/9/2023
|
Orange County
|
Office
|
$220 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
22
|
Senior loan
|
12/22/2016
|
204.5
|
187.2
|
187.0
|
L + 2.90%
|
L + 2.98%
|
12/9/2022
|
New York
|
Office
|
$263 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
23
|
Senior loan
|
4/9/2018
|
1,486.5
|
185.0
|
172.9
|
L + 8.50%
|
L + 10.64%
|
6/9/2025
|
New York
|
Office
|
$525 / sqft
|
48%
|
2
|
|||||||||||||||||||||||||
24
|
Senior loan
|
5/16/2017
|
189.2
|
183.8
|
183.3
|
L + 3.90%
|
L + 4.35%
|
5/16/2021
|
Chicago
|
Office
|
$138 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
25
|
Senior loan
|
3/8/2016
|
181.2
|
181.2
|
180.5
|
L + 2.75%
|
L + 2.97%
|
9/9/2023
|
Orange County
|
Office
|
$228 / sqft
|
52%
|
2
|
|||||||||||||||||||||||||
26
|
Senior loan
|
2/9/2017
|
180.8
|
180.8
|
179.2
|
L + 4.35%
|
L + 4.93%
|
9/26/2023
|
London - UK
|
Office
|
$824 / sqft
|
69%
|
3
|
|||||||||||||||||||||||||
27
|
Senior loan
|
6/27/2019
|
209.0
|
179.8
|
177.9
|
L + 2.80%
|
L + 3.32%
|
8/15/2026
|
Berlin - DEU
|
Office
|
$386 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
28
|
Senior loan
|
4/3/2018
|
178.6
|
176.6
|
175.8
|
L + 2.75%
|
L + 3.08%
|
4/9/2024
|
Dallas
|
Mixed-Use
|
$500 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
29
|
Senior loan
|
9/26/2019
|
175.0
|
175.0
|
173.7
|
L + 3.10%
|
L + 3.54%
|
1/9/2023
|
New York
|
Office
|
$256 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
30
|
Senior loan
|
11/23/2018
|
182.8
|
174.0
|
172.4
|
L + 2.62%
|
L + 2.87%
|
2/15/2024
|
Diversified - UK
|
Office
|
$1,055 / sqft
|
50%
|
3
|
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
|
Principal
Balance
(4)
|
|
Net Book
Value |
|
Cash
Coupon
(5)
|
|
All-in
Yield
(5)
|
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
LTV
(2)
|
|
Risk
Rating |
|||||||||||||||||||
31
|
Senior loan
|
9/14/2018
|
170.2
|
170.2
|
169.1
|
L + 3.50%
|
L + 3.85%
|
9/14/2023
|
Canberra - AU
|
Mixed-Use
|
$442 / sqft
|
68%
|
3
|
|||||||||||||||||||||||||
32
|
Senior loan
|
9/30/2019
|
305.5
|
168.8
|
168.8
|
L + 3.66%
|
L + 3.75%
|
9/9/2024
|
Chicago
|
Office
|
$146 / sqft
|
58%
|
3
|
|||||||||||||||||||||||||
33
|
Senior loan
(3)
|
8/7/2019
|
745.8
|
157.3
|
29.0
|
L + 3.12%
|
L + 3.52%
|
9/9/2025
|
Los Angeles
|
Office
|
$196 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
34
|
Senior loan
|
9/4/2018
|
172.7
|
152.3
|
151.1
|
L + 3.00%
|
L + 3.39%
|
9/9/2023
|
Las Vegas
|
Hotel
|
$184,355 / key
|
70%
|
3
|
|||||||||||||||||||||||||
35
|
Senior loan
|
12/21/2017
|
197.5
|
151.4
|
150.5
|
L + 2.65%
|
L + 3.06%
|
1/9/2023
|
Atlanta
|
Office
|
$113 / sqft
|
51%
|
2
|
|||||||||||||||||||||||||
36
|
Senior loan
|
7/20/2017
|
193.2
|
147.7
|
146.3
|
L + 5.10%
|
L + 6.08%
|
8/9/2022
|
San Francisco
|
Office
|
$245 / sqft
|
58%
|
2
|
|||||||||||||||||||||||||
37
|
Senior loan
|
8/23/2017
|
165.0
|
147.4
|
146.9
|
L + 3.25%
|
L + 3.64%
|
10/9/2022
|
Los Angeles
|
Office
|
$299 / sqft
|
74%
|
2
|
|||||||||||||||||||||||||
38
|
Senior loan
|
6/29/2017
|
140.2
|
135.0
|
134.6
|
L + 2.85%
|
L + 3.30%
|
7/9/2022
|
Los Angeles
|
Multi
|
$319,931 / unit
|
68%
|
2
|
|||||||||||||||||||||||||
39
|
Senior loan
|
6/24/2015
|
135.0
|
134.3
|
134.1
|
L + 3.50%
|
L + 3.72%
|
4/9/2023
|
Honolulu
|
Hotel
|
$225,285 / key
|
67%
|
2
|
|||||||||||||||||||||||||
40
|
Senior loan
|
11/14/2017
|
133.0
|
133.0
|
132.5
|
L + 2.75%
|
L + 3.00%
|
6/9/2023
|
Los Angeles
|
Hotel
|
$532,000 / key
|
56%
|
2
|
|||||||||||||||||||||||||
41
|
Senior loan
|
5/11/2017
|
135.9
|
128.7
|
128.3
|
L + 3.40%
|
L + 3.91%
|
6/10/2023
|
Washington DC
|
Office
|
$296 / sqft
|
38%
|
2
|
|||||||||||||||||||||||||
42
|
Senior loan
|
11/2/2017
|
140.0
|
126.2
|
125.7
|
L + 3.20%
|
L + 3.62%
|
11/9/2022
|
Boston
|
Industrial
|
$166 / sqft
|
69%
|
2
|
|||||||||||||||||||||||||
43
|
Senior loan
|
12/14/2018
|
135.6
|
119.0
|
118.3
|
L + 2.90%
|
L + 3.27%
|
1/9/2024
|
Diversified - US
|
Industrial
|
$48 / sqft
|
57%
|
3
|
|||||||||||||||||||||||||
44
|
Senior loan
|
6/28/2019
|
125.0
|
117.2
|
116.6
|
L + 2.75%
|
L + 2.91%
|
2/1/2024
|
Los Angeles
|
Office
|
$591 / sqft
|
48%
|
3
|
|||||||||||||||||||||||||
45
|
Senior loan
|
9/5/2019
|
214.3
|
115.0
|
112.9
|
L + 2.75%
|
L + 3.17%
|
9/9/2024
|
New York
|
Office
|
$717 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
46
|
Senior loan
|
4/30/2018
|
157.5
|
111.6
|
110.4
|
L + 3.25%
|
L + 3.51%
|
4/30/2023
|
London - UK
|
Office
|
$502 / sqft
|
60%
|
3
|
|||||||||||||||||||||||||
47
|
Senior loan
|
9/23/2019
|
136.2
|
111.0
|
109.6
|
L + 3.00%
|
L + 3.22%
|
11/15/2024
|
Diversified - Spain
|
Hotel
|
$110,499 / key
|
62%
|
3
|
|||||||||||||||||||||||||
48
|
Senior loan
|
6/28/2019
|
179.4
|
111.0
|
109.2
|
L + 3.70%
|
L + 4.33%
|
6/27/2024
|
London - UK
|
Office
|
$362 / sqft
|
71%
|
3
|
|||||||||||||||||||||||||
49
|
Senior loan
|
9/20/2018
|
124.6
|
110.7
|
110.4
|
L + 4.00%
|
L + 4.06%
|
8/16/2023
|
Diversified - AU
|
Other
|
$759 / sqft
|
53%
|
3
|
|||||||||||||||||||||||||
50
|
Senior loan
|
7/15/2019
|
144.6
|
110.3
|
109.0
|
L + 2.90%
|
L + 3.25%
|
8/9/2024
|
Houston
|
Office
|
$200 / sqft
|
58%
|
3
|
|||||||||||||||||||||||||
51
|
Senior loan
|
3/21/2018
|
113.2
|
106.2
|
105.6
|
L + 3.10%
|
L + 3.36%
|
3/21/2024
|
Jacksonville
|
Office
|
$106 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
52
|
Senior loan
|
10/17/2016
|
104.1
|
104.1
|
104.1
|
L + 3.95%
|
L + 3.96%
|
10/21/2021
|
Diversified - UK
|
Self-Storage
|
$143 / sqft
|
73%
|
3
|
|||||||||||||||||||||||||
53
|
Senior loan
|
10/16/2018
|
113.7
|
103.6
|
102.9
|
L + 3.25%
|
L + 3.57%
|
11/9/2023
|
San Francisco
|
Hotel
|
$225,681 / key
|
72%
|
3
|
|||||||||||||||||||||||||
54
|
Senior loan
|
3/13/2018
|
123.0
|
103.4
|
102.7
|
L + 3.50%
|
L + 3.83%
|
4/9/2025
|
Honolulu
|
Hotel
|
$160,368 / key
|
50%
|
3
|
|||||||||||||||||||||||||
55
|
Senior loan
|
12/20/2018
|
105.0
|
103.2
|
102.8
|
L + 2.95%
|
L + 3.24%
|
1/1/2022
|
Seattle
|
Multi
|
$259,275 / unit
|
65%
|
3
|
|||||||||||||||||||||||||
56
|
Senior loan
|
3/10/2016
|
106.7
|
103.0
|
102.6
|
L + 2.60%
|
L + 2.94%
|
12/9/2022
|
Chicago
|
Multi
|
$556,723 / unit
|
63%
|
2
|
|||||||||||||||||||||||||
57
|
Senior loan
|
12/21/2018
|
123.1
|
101.8
|
100.8
|
L + 2.60%
|
L + 3.00%
|
1/9/2024
|
Chicago
|
Office
|
$199 / key
|
72%
|
2
|
|||||||||||||||||||||||||
58
|
Senior loan
|
5/16/2014
|
100.0
|
99.8
|
99.6
|
L + 3.85%
|
L + 4.11%
|
4/9/2022
|
Miami
|
Office
|
$215 / sqft
|
67%
|
3
|
|||||||||||||||||||||||||
59
|
Senior loan
|
11/30/2018
|
105.1
|
99.7
|
99.2
|
L + 2.70%
|
L + 3.04%
|
12/9/2023
|
Diversified - US
|
Hotel
|
$76,230 / key
|
57%
|
2
|
|||||||||||||||||||||||||
60
|
Senior loan
|
6/19/2019
|
95.0
|
90.0
|
89.6
|
L + 2.60%
|
L + 2.89%
|
7/9/2024
|
Phoenix
|
Multi
|
$279,503 / unit
|
72%
|
3
|
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
|
Principal
Balance
(4)
|
|
Net Book
Value |
|
Cash
Coupon
(5)
|
|
All-in
Yield
(5)
|
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
LTV
(2)
|
|
Risk
Rating |
|||||||||||||||||||
61
|
Senior loan
|
5/22/2014
|
89.9
|
89.9
|
89.8
|
L + 2.90%
|
L + 3.15%
|
6/15/2021
|
Orange County
|
Office
|
$187 / sqft
|
74%
|
2
|
|||||||||||||||||||||||||
62
|
Senior loan
|
4/12/2018
|
103.1
|
89.3
|
88.8
|
L + 2.75%
|
L + 3.14%
|
5/9/2023
|
San Francisco
|
Office
|
$233 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
63
|
Senior loan
|
3/28/2019
|
98.4
|
88.5
|
88.2
|
L + 3.25%
|
L + 3.40%
|
1/9/2024
|
New York
|
Hotel
|
$228,653 / key
|
63%
|
3
|
|||||||||||||||||||||||||
64
|
Senior loan
|
6/1/2018
|
124.1
|
88.4
|
87.4
|
L + 3.40%
|
L + 3.75%
|
5/28/2023
|
London - UK
|
Office
|
$599 / sqft
|
70%
|
3
|
|||||||||||||||||||||||||
65
|
Senior loan
|
2/18/2015
|
87.7
|
87.7
|
87.6
|
L + 3.75%
|
L + 4.21%
|
3/9/2020
|
Diversified - CA
|
Office
|
$181 / sqft
|
71%
|
3
|
|||||||||||||||||||||||||
66
|
Senior loan
|
11/30/2018
|
151.1
|
86.5
|
85.5
|
L + 2.55%
|
L + 2.82%
|
12/9/2024
|
Washington DC
|
Office
|
$270 / sqft
|
60%
|
3
|
|||||||||||||||||||||||||
67
|
Senior loan
|
12/10/2018
|
109.1
|
86.0
|
85.0
|
L + 2.95%
|
L + 3.34%
|
12/3/2024
|
London - UK
|
Office
|
$411 / sqft
|
72%
|
3
|
|||||||||||||||||||||||||
68
|
Senior loan
|
6/18/2019
|
90.0
|
85.0
|
84.2
|
L + 3.15%
|
L + 3.52%
|
7/9/2024
|
Napa Valley
|
Hotel
|
$890,052 / key
|
74%
|
3
|
|||||||||||||||||||||||||
69
|
Senior loan
|
8/18/2017
|
84.8
|
84.8
|
84.2
|
L + 4.10%
|
L + 4.80%
|
8/18/2022
|
Brussels - BE
|
Office
|
$132 / sqft
|
59%
|
2
|
|||||||||||||||||||||||||
70
|
Senior loan
|
12/9/2014
|
94.3
|
83.6
|
83.5
|
L + 3.65%
|
L + 3.80%
|
12/9/2021
|
Diversified - US
|
Office
|
$78 / sqft
|
65%
|
2
|
|||||||||||||||||||||||||
71
|
Senior loan
|
6/29/2016
|
83.4
|
78.5
|
78.4
|
L + 2.80%
|
L + 3.28%
|
7/9/2021
|
Miami
|
Office
|
$303 / sqft
|
64%
|
2
|
|||||||||||||||||||||||||
72
|
Senior loan
|
3/31/2017
|
97.2
|
78.1
|
77.9
|
L + 4.30%
|
L + 4.70%
|
4/9/2022
|
New York
|
Office
|
$383 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
73
|
Senior loan
|
4/25/2019
|
210.0
|
73.2
|
72.1
|
L + 3.50%
|
L + 3.74%
|
9/1/2025
|
Los Angeles
|
Office
|
$329 / sqft
|
67%
|
3
|
|||||||||||||||||||||||||
74
|
Senior loan
|
2/20/2019
|
124.7
|
72.1
|
70.9
|
L + 3.25%
|
L + 3.89%
|
2/19/2024
|
London - UK
|
Office
|
$354 / sqft
|
61%
|
3
|
|||||||||||||||||||||||||
75
|
Senior loan
|
6/4/2015
|
71.7
|
71.7
|
72.5
|
L + 4.25%
|
L + 4.13%
|
12/15/2021
|
Diversified - CAN
|
Hotel
|
$54,979 / key
|
54%
|
2
|
|||||||||||||||||||||||||
76
|
Senior loan
|
5/8/2017
|
80.0
|
71.1
|
70.6
|
L + 3.75%
|
L + 4.69%
|
5/8/2022
|
Washington DC
|
Office
|
$331 / sqft
|
73%
|
2
|
|||||||||||||||||||||||||
77
|
Senior loan
|
7/26/2018
|
84.1
|
70.1
|
69.9
|
L + 2.75%
|
L + 2.85%
|
7/1/2024
|
Columbus
|
Multi
|
$65,962 / unit
|
69%
|
3
|
|||||||||||||||||||||||||
78
|
Senior loan
|
6/27/2019
|
84.0
|
70.0
|
69.5
|
L + 2.50%
|
L + 2.77%
|
7/9/2024
|
West Palm Beach
|
Office
|
$481 / sqft
|
70%
|
3
|
|||||||||||||||||||||||||
79
|
Senior loan
|
11/16/2018
|
211.9
|
68.4
|
66.4
|
L + 4.10%
|
L + 4.72%
|
12/9/2023
|
Fort Lauderdale
|
Mixed-Use
|
$192 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
80
|
Senior loan
|
10/17/2018
|
80.4
|
68.2
|
67.8
|
L + 2.60%
|
L + 3.16%
|
11/9/2023
|
San Francisco
|
Office
|
$425 / sqft
|
68%
|
3
|
|||||||||||||||||||||||||
81
|
Senior loan
|
4/5/2018
|
85.3
|
65.9
|
65.4
|
L + 3.10%
|
L + 3.51%
|
4/9/2023
|
Diversified - US
|
Industrial
|
$24 / sqft
|
54%
|
3
|
|||||||||||||||||||||||||
82
|
Senior loan
|
8/22/2019
|
74.3
|
65.0
|
64.3
|
L + 2.55%
|
L + 2.93%
|
9/9/2024
|
Los Angeles
|
Office
|
$389 / sqft
|
63%
|
3
|
|||||||||||||||||||||||||
83
|
Senior loan
|
5/9/2017
|
73.7
|
64.7
|
64.6
|
L + 3.85%
|
L + 4.30%
|
5/9/2022
|
New York
|
Multi
|
$389,948 / unit
|
67%
|
2
|
|||||||||||||||||||||||||
84
|
Senior loan
|
6/29/2017
|
64.2
|
62.6
|
62.3
|
L + 3.40%
|
L + 3.71%
|
7/9/2023
|
New York
|
Multi
|
$182,457 / unit
|
69%
|
4
|
|||||||||||||||||||||||||
85
|
Senior loan
|
7/13/2017
|
86.3
|
60.0
|
59.7
|
L + 3.75%
|
L + 4.18%
|
8/9/2022
|
Honolulu
|
Hotel
|
$192,926 / key
|
66%
|
3
|
|||||||||||||||||||||||||
86
|
Senior loan
|
10/5/2018
|
58.1
|
58.1
|
57.6
|
L + 5.50%
|
L + 5.65%
|
10/5/2021
|
Sydney - AU
|
Office
|
$616 / sqft
|
78%
|
3
|
|||||||||||||||||||||||||
87
|
Senior loan
|
11/30/2016
|
65.2
|
56.7
|
56.7
|
L + 3.10%
|
L + 3.39%
|
12/9/2021
|
Chicago
|
Retail
|
$1,167 / sqft
|
54%
|
3
|
|||||||||||||||||||||||||
88
|
Senior loan
|
10/6/2017
|
55.9
|
55.8
|
55.6
|
L + 2.95%
|
L + 3.21%
|
10/9/2022
|
Nashville
|
Multi
|
$99,598 / unit
|
74%
|
2
|
|||||||||||||||||||||||||
89
|
Senior loan
|
8/16/2019
|
54.3
|
54.3
|
54.1
|
L + 2.75%
|
L + 2.95%
|
9/1/2022
|
Sarasota
|
Multi
|
$238,158 / unit
|
76%
|
3
|
|||||||||||||||||||||||||
90
|
Senior loan
|
3/11/2014
|
52.8
|
52.8
|
52.7
|
L + 4.50%
|
L + 4.76%
|
4/9/2021
|
New York
|
Multi
|
$593,109 / unit
|
65%
|
4
|
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
|
Principal
Balance
(4)
|
|
Net Book
Value |
|
Cash
Coupon
(5)
|
|
All-in
Yield
(5)
|
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
LTV
(2)
|
|
Risk
Rating |
|||||||||||||||||||
91
|
Senior loan
|
11/23/2016
|
55.4
|
51.9
|
51.8
|
L + 3.50%
|
L + 3.80%
|
12/9/2022
|
New York
|
Multi
|
$216,432 / unit
|
65%
|
4
|
|||||||||||||||||||||||||
92
|
Senior loan
|
11/1/2017
|
52.1
|
51.8
|
51.7
|
L + 2.95%
|
L + 3.21%
|
11/9/2022
|
Denver
|
Multi
|
$154,127 / unit
|
74%
|
2
|
|||||||||||||||||||||||||
93
|
Senior loan
|
6/26/2019
|
65.4
|
51.3
|
50.7
|
L + 3.35%
|
L + 3.66%
|
6/20/2024
|
London - UK
|
Office
|
$580 / sqft
|
61%
|
3
|
|||||||||||||||||||||||||
94
|
Senior loan
(3)
|
9/22/2017
|
91.0
|
49.6
|
12.3
|
L + 5.29%
|
L + 6.40%
|
10/9/2022
|
San Francisco
|
Multi
|
$446,078 / unit
|
46%
|
3
|
|||||||||||||||||||||||||
95
|
Senior loan
|
6/12/2019
|
55.0
|
48.3
|
48.2
|
L + 3.25%
|
L + 3.78%
|
7/1/2022
|
Grand Rapids
|
Multi
|
$92,529 / unit
|
69%
|
3
|
|||||||||||||||||||||||||
96
|
Senior loan
|
8/14/2019
|
70.3
|
46.5
|
45.8
|
L + 2.45%
|
L + 2.87%
|
9/9/2024
|
Los Angeles
|
Office
|
$501 / sqft
|
57%
|
3
|
|||||||||||||||||||||||||
97
|
Senior loan
|
11/19/2015
|
48.7
|
46.0
|
46.1
|
L + 4.00%
|
L + 4.50%
|
10/9/2019
|
New York
|
Office
|
$1,180 / sqft
|
57%
|
2
|
|||||||||||||||||||||||||
98
|
Senior loan
|
9/25/2018
|
49.3
|
45.0
|
44.8
|
L + 3.50%
|
L + 3.79%
|
9/1/2023
|
Chicago
|
Multi
|
$61,202 / unit
|
70%
|
3
|
|||||||||||||||||||||||||
99
|
Senior loan
|
5/24/2018
|
81.3
|
44.4
|
43.9
|
L + 4.10%
|
L + 4.59%
|
6/9/2023
|
Boston
|
Office
|
$86 / sqft
|
55%
|
3
|
|||||||||||||||||||||||||
100
|
Senior loan
|
5/20/2015
|
45.0
|
44.0
|
43.9
|
L + 3.00%
|
L + 3.08%
|
11/1/2022
|
Los Angeles
|
Office
|
$205 / sqft
|
59%
|
1
|
|||||||||||||||||||||||||
101
|
Senior loan
|
8/29/2017
|
51.2
|
43.5
|
43.3
|
L + 3.10%
|
L + 3.52%
|
10/9/2022
|
Southern California
|
Industrial
|
$91 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
102
|
Senior loan
|
6/26/2015
|
41.6
|
40.6
|
40.6
|
L + 3.75%
|
L + 3.94%
|
7/9/2020
|
San Diego
|
Office
|
$186 / sqft
|
73%
|
3
|
|||||||||||||||||||||||||
103
|
Senior loan
|
12/27/2016
|
39.5
|
39.5
|
39.4
|
L + 3.10%
|
L + 3.45%
|
1/9/2022
|
New York
|
Multi
|
$784,286 / unit
|
64%
|
3
|
|||||||||||||||||||||||||
104
|
Senior loan
|
2/20/2019
|
50.6
|
39.0
|
38.6
|
L + 3.50%
|
L + 3.91%
|
3/9/2024
|
Calgary - CAN
|
Office
|
$107 / sqft
|
52%
|
3
|
|||||||||||||||||||||||||
105
|
Senior loan
|
11/30/2018
|
40.0
|
37.1
|
36.9
|
L + 2.95%
|
L + 3.38%
|
12/1/2023
|
Las Vegas
|
Multi
|
$77,266 / unit
|
70%
|
3
|
|||||||||||||||||||||||||
106
|
Senior loan
|
10/31/2018
|
59.3
|
35.1
|
34.8
|
L + 5.00%
|
L + 5.97%
|
11/9/2023
|
New York
|
Condo
|
$295 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
107
|
Senior loan
|
10/31/2018
|
63.3
|
35.1
|
34.7
|
L + 5.00%
|
L + 5.63%
|
11/9/2023
|
New York
|
Multi
|
$182,239 / unit
|
57%
|
3
|
|||||||||||||||||||||||||
108
|
Senior loan
|
8/14/2019
|
31.0
|
31.0
|
30.9
|
L + 4.00%
|
L + 4.44%
|
8/14/2020
|
Orangeburg
|
Other
|
$150 / sqft
|
36%
|
3
|
|||||||||||||||||||||||||
109
|
Senior loan
|
6/26/2019
|
30.0
|
30.0
|
29.9
|
L + 3.25%
|
L + 3.65%
|
10/1/2020
|
Lake Charles
|
Multi
|
$111,940 / unit
|
73%
|
3
|
|||||||||||||||||||||||||
110
|
Senior loan
|
5/31/2019
|
29.3
|
29.3
|
29.3
|
L + 3.75%
|
L + 3.75%
|
3/1/2021
|
Denver
|
Multi
|
$195,333 / unit
|
59%
|
2
|
|||||||||||||||||||||||||
111
|
Senior loan
|
1/30/2018
|
28.0
|
28.0
|
27.9
|
L + 2.90%
|
L + 3.26%
|
2/9/2023
|
Houston
|
Multi
|
$135,266 / unit
|
66%
|
2
|
|||||||||||||||||||||||||
112
|
Senior loan
|
8/30/2018
|
28.7
|
27.4
|
27.3
|
L + 3.00%
|
L + 3.42%
|
9/1/2022
|
Boise
|
Multi
|
$107,708 / unit
|
73%
|
3
|
|||||||||||||||||||||||||
113
|
Senior loan
|
12/15/2017
|
22.5
|
22.5
|
22.5
|
L + 3.25%
|
L + 4.31%
|
12/9/2020
|
Diversified - US
|
Hotel
|
$340,809 / key
|
50%
|
2
|
|||||||||||||||||||||||||
114
|
Senior loan
|
6/4/2015
|
20.9
|
20.9
|
20.9
|
4.89%
(7)
|
5.23%
(7)
|
12/23/2021
|
Montreal - CAN
|
Office
|
$57 / sqft
|
45%
|
2
|
|||||||||||||||||||||||||
115
|
Senior loan
|
4/26/2019
|
20.0
|
20.0
|
19.9
|
L + 2.93%
|
L + 3.38%
|
5/1/2024
|
Nashville
|
Multi
|
$198,020 / unit
|
73%
|
3
|
|||||||||||||||||||||||||
116
|
Senior loan
|
12/21/2018
|
22.9
|
20.0
|
19.9
|
L + 3.25%
|
L + 3.48%
|
1/1/2024
|
Daytona Beach
|
Multi
|
$74,627 / unit
|
77%
|
3
|
|||||||||||||||||||||||||
117
|
Senior loan
|
6/15/2018
|
22.0
|
19.6
|
19.7
|
L + 3.35%
|
L + 3.43%
|
7/1/2022
|
Phoenix
|
Multi
|
$68,613 / unit
|
78%
|
3
|
|||||||||||||||||||||||||
118
|
Senior loan
|
3/9/2018
|
17.8
|
17.0
|
17.0
|
L + 3.75%
|
L + 3.77%
|
4/1/2023
|
Los Angeles
|
Multi
|
$131,095 / unit
|
75%
|
2
|
|||||||||||||||||||||||||
119
|
Senior loan
|
6/4/2015
|
16.2
|
16.2
|
16.4
|
5.15%
|
5.27%
|
9/4/2020
|
Diversified - CAN
|
Self-Storage
|
$3,538 / unit
|
61%
|
1
|
|||||||||||||||||||||||||
120
|
Senior loan
|
9/1/2016
|
14.9
|
14.9
|
15.0
|
L + 4.20%
|
L + 4.39%
|
9/1/2022
|
Atlanta
|
Multi
|
$128,191 / unit
|
72%
|
1
|
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
|
Principal
Balance
(4)
|
|
Net Book
Value |
|
Cash
Coupon
(5)
|
|
All-in
Yield
(5)
|
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
LTV
(2)
|
|
Risk
Rating |
|||||||||||||||||||
121
|
Senior loan
|
6/21/2019
|
14.8
|
14.5
|
14.4
|
L + 3.30%
|
L + 3.41%
|
7/1/2022
|
Portland
|
Multi
|
$130,180 / unit
|
66%
|
3
|
|||||||||||||||||||||||||
122
|
Senior loan
|
10/20/2017
|
17.2
|
14.0
|
13.9
|
L + 4.25%
|
L + 4.35%
|
11/1/2021
|
Houston
|
Multi
|
$110,714 / unit
|
56%
|
3
|
|||||||||||||||||||||||||
123
|
Senior loan
|
4/30/2019
|
15.5
|
13.6
|
13.5
|
L + 3.00%
|
L + 3.32%
|
5/1/2024
|
Houston
|
Multi
|
$43,990 / unit
|
78%
|
3
|
|||||||||||||||||||||||||
124
|
Senior loan
|
2/28/2019
|
15.3
|
12.8
|
12.7
|
L + 3.00%
|
L + 3.33%
|
3/1/2024
|
San Antonio
|
Multi
|
$55,818 / unit
|
75%
|
3
|
|||||||||||||||||||||||||
125
|
Senior loan
|
6/29/2018
|
11.6
|
11.6
|
11.6
|
L + 2.95%
|
L + 3.32%
|
7/1/2020
|
Washington DC
|
Multi
|
$61,053 / unit
|
60%
|
2
|
|||||||||||||||||||||||||
126
|
Senior loan
|
5/30/2018
|
10.1
|
10.1
|
10.1
|
L + 3.90%
|
L + 3.97%
|
6/1/2021
|
Phoenix
|
Multi
|
$112,222 / unit
|
74%
|
3
|
|||||||||||||||||||||||||
127
|
Senior loan
|
10/31/2018
|
10.0
|
10.0
|
10.0
|
L + 3.35%
|
L + 3.58%
|
11/1/2020
|
Boise
|
Multi
|
$156,250 / unit
|
74%
|
2
|
|||||||||||||||||||||||||
128
|
Senior loan
|
8/14/2019
|
1,283.9
|
—
|
—
|
L + 2.50%
|
L + 2.81%
|
4/14/2020
|
Dublin
|
Office
|
$443 / sqft
|
70%
|
3
|
|||||||||||||||||||||||||
|
|
|
$ |
20,608.0
|
$15,382.9
|
$ |
14,755.1
|
L + 3.34%
|
L + 3.68%
|
3.6 yrs
|
|
|
|
64%
|
2.7
|
|||||||||||||||||||||||
|
||
(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. Dates are not updated for subsequent loan modifications or upsizes.
|
|
(3)
|
Total loan amount reflects outstanding principal balance as well as any related unfunded loan commitment.
|
|
(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. As of September 30, 2019, three loans in our portfolio have been financed with an aggregate $533.4 million of
non-consolidated
senior interest, which are included in the table above. Portfolio excludes our $95.0 million subordinate risk retention interest in the $993.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for details of the 2018 Single Asset Securitization.
|
|
(5)
|
The weighted-average cash coupon and
all-in
yield are expressed in terms excluding the relevant floating rate benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as of September 30, 2019. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. As of September 30, 2019, our floating rate loans were indexed to various benchmark rates, with 79% of floating rate loans by loan exposure indexed to USD LIBOR. In addition, $3.5 billion of our loans earned interest based on floors that are above the applicable index as of September 30, 2019.
|
|
(6)
|
Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date.
|
|
(7)
|
Loan consists of one or more floating and fixed rate tranches. Coupon and
all-in
yield assume applicable floating benchmark rates for weighted-average calculation.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Assets (Liabilities)
Sensitive to Changes in
Interest Rates
(1)(2)
|
|
|
|
Interest Rate Sensitivity
as of September 30, 2019
|
|||||||||||||||||||
|
|
|
Increase in Rates
|
Decrease in Rates
|
||||||||||||||||||||
Currency
|
|
|
25 Basis
Points
|
|
50 Basis
Points |
|
25 Basis
Points |
|
50 Basis
Points |
|
||||||||||||||
USD
|
$ |
11,787,601
|
Income
|
$ |
20,804
|
$ |
43,495
|
$ |
(18,956
|
) | $ |
(36,871
|
) | |||||||||||
|
(8,591,874
|
) |
Expense
|
(16,597
|
) |
(33,425
|
) |
16,598
|
33,197
|
|||||||||||||||
|
$ |
3,195,727
|
Net interest
|
$ |
4,207
|
$ |
10,070
|
$ |
(2,358
|
) | $ |
(3,674
|
) | |||||||||||
GBP
|
$ |
1,274,418
|
Income
|
$ |
1,978
|
$ |
4,526
|
$ |
(1,859
|
) | $ |
(3,544
|
) | |||||||||||
|
(760,898
|
) |
Expense
|
(1,522
|
) |
(3,044
|
) |
1,522
|
3,044
|
|||||||||||||||
|
$ |
513,520
|
Net interest
|
$ |
456
|
$ |
1,482
|
$ |
(337
|
) | $ |
(500
|
) | |||||||||||
EUR
|
$ |
1,380,154
|
Income
|
$ |
—
|
$ |
592
|
$ |
—
|
$ |
—
|
|||||||||||||
|
(1,050,267
|
) |
Expense
|
—
|
(438
|
) |
—
|
—
|
||||||||||||||||
|
$ |
329,887
|
Net interest
|
$ |
—
|
$ |
154
|
$ |
—
|
$ |
—
|
|||||||||||||
AUD
|
$ |
338,975
|
Income
|
$ |
217
|
$ |
772
|
$ |
—
|
$ |
—
|
|||||||||||||
|
(248,586
|
) |
Expense
|
(497
|
) |
(994
|
) |
497
|
994
|
|||||||||||||||
|
$ |
90,389
|
Net interest
|
$ |
(280
|
) | $ |
(222
|
) | $ |
497
|
$ |
994
|
|||||||||||
CAD
(3)
|
$ |
112,247
|
Income
|
$ |
166
|
$ |
390
|
$ |
(147
|
) | $ |
(293
|
) | |||||||||||
|
(105,044
|
) |
Expense
|
(210
|
) |
(420
|
) |
210
|
420
|
|||||||||||||||
|
$ |
7,203
|
Net interest
|
$ |
(44
|
) | $ |
(30
|
) | $ |
63
|
$ |
127
|
|||||||||||
|
|
Total net interest
|
$ |
4,339
|
$ |
11,454
|
$ |
(2,135
|
) | $ |
(3,053
|
) | ||||||||||||
|
|
|
|
|
|
|
(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. Increases (decreases) in interest income and expense are presented net of incentive fees. Refer to Note 12 to our consolidated financial statements for additional details of our incentive fee calculation. In addition, $3.5 billion of our loans earned interest based on floors that are above the applicable index as of September 30, 2019.
|
|
(2)
|
Includes amounts outstanding under secured debt agreements,
non-consolidated
senior interests, securitized debt obligations, and secured term loans.
|
|
(3)
|
Liabilities balance includes two interest rate swaps totaling C$17.3 million ($13.1 million as of September 30, 2019) that are used to hedge a portion of our fixed rate debt.
|
|
September 30, 2019
|
|||||||||||||||
Foreign currency assets
(1)
|
£ |
1,410,625
|
€
|
1,273,973
|
A$ |
505,721
|
C$ |
201,112
|
||||||||
Foreign currency liabilities
(1)
|
(924,427
|
) |
(960,470
|
) |
(370,247
|
) |
(156,698
|
) | ||||||||
Foreign currency contracts - notional
|
(389,200
|
) |
(231,000
|
) |
(129,500
|
) |
(39,100
|
) | ||||||||
Net exposure to exchange rate fluctuations
|
£ |
96,998
|
€
|
82,503
|
A$ |
5,974
|
C$ |
5,314
|
||||||||
____________
|
|
|
|
|
(1)
|
Balances include
non-consolidated
senior interests of £302.0 million.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
10.1
|
||||
10.2
|
||||
31.1
|
||||
31.2
|
||||
32.1 +
|
||||
32.2 +
|
||||
101.INS
|
XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
|||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|||
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|||
|
|
+ | This exhibit shall not be deemed “filed” for purposes of Section 18 of 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, or the Exchange Act. |
|
|
BLACKSTONE MORTGAGE TRUST, INC.
|
||
October 23, 2019
|
|
/s/ Stephen D. Plavin
|
||
Date
|
|
Stephen D. Plavin
|
||
|
|
Chief Executive Officer
|
||
|
|
(Principal Executive Officer)
|
||
October 23, 2019
|
|
/s/ Anthony F. Marone, Jr.
|
||
Date
|
|
Anthony F. Marone, Jr.
|
||
|
|
Chief Financial Officer
|
||
|
|
(Principal Financial Officer and
|
||
|
|
Principal Accounting Officer)
|
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NUMBER FOUR
to the
Master Repurchase Agreement
dated as of June 27, 2014
by and between
PARLEX 7 FINCO, LLC,
and
METROPOLITAN LIFE INSURANCE COMPANY
This AMENDMENT NUMBER FOUR to the Master Repurchase Agreement (this Amendment) is made as of this 23rd day of September, 2019, by and between PARLEX 7 FINCO, LLC (Seller) and METROPOLITAN LIFE INSURANCE COMPANY (Buyer), to that certain Master Repurchase Agreement, dated as of June 27, 2014, by and between Seller and Buyer, as amended by that certain Amendment Number One, dated as of February 24, 2015, by and between Seller and Buyer, by that certain Amendment Number Two, dated as of April 22, 2016, by and between Seller and Buyer and by that certain Amendment Number Three, dated as of April 21, 2017, by and between Seller and Buyer (as may be further amended, restated, supplemented or otherwise modified from time to time, the Repurchase Agreement).
WHEREAS, Seller and Buyer have agreed to amend the Repurchase Agreement as more particularly set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment. The Repurchase Agreement is hereby amended as follows:
1.1. |
The definition of Facility Amount in Section 2 of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
Facility Amount shall mean (i) prior to the Initial Facility Termination Date, $750,000,000 and (ii) at all times after Seller exercises its first Facility Extension Option in accordance with Section 3(e) of this Agreement, the aggregate Maximum Purchase Price for all Purchased Assets as of the Initial Facility Termination Date, (a) as increased by the aggregate Buyer Future Funding Advance Amount with respect to all Purchased Assets as of the Initial Facility Termination Date and (b) as reduced by the Maximum Purchase Price and any related Buyer Future Funding Advance Amount for each Purchased Asset that is repaid in full or repurchased by Seller on any Repurchase Date after the Initial Facility Termination Date.
1.2. |
The definition of Initial Facility Termination Date in Section 2 of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
Initial Facility Termination Date shall mean September 23, 2020.
1.3. |
The definition of Maximum Purchase Price in Section 2 of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
Maximum Purchase Price shall mean, with respect to any Purchased Asset as of any date of determination, the difference between (x) the product of the Maximum Purchase Price Percentage for such Purchased Asset multiplied by the Market Value of such Purchased Asset as of such date of determination minus (y) the amount of all Aggregate Purchase Price Adjustment Amounts actually applied to reduce the Purchase Price of such Purchased Asset pursuant to Section 3(x) as of such date of determination.
1.4. |
The definition of Purchase Price in Section 2 of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
Purchase Price shall mean with respect to any Purchased Asset, the price at which such Purchased Asset is transferred by Seller to Buyer on the applicable Purchase Date in an amount equal to the Maximum Purchase Price (subject to Section 3(v)), as adjusted after the Purchase Date as set forth below and not to exceed the Maximum Purchase Price. The Purchase Price as of the Purchase Date for any Purchased Asset shall be an amount equal to the product obtained by multiplying (i) the Market Value of such Purchased Asset as of the Purchase Date by (ii) the Purchase Price Percentage for such Purchased Asset as set forth on the related Confirmation. The Purchase Price of any Purchased Asset shall thereafter be (a) decreased by (i) the amount of any Income applied pursuant to Section 5 hereof to reduce such Purchase Price and (ii) any other amounts paid to Buyer by or on behalf of Seller to reduce such Purchase Price solely in accordance with Section 3(s), Section 3(w), Section 3(x) and Section 4 of this Agreement, and (b) increased by the amount of additional Purchase Price advanced in accordance with Section 3(v), each Margin Availability Advance and Future Funding Advance.
1.5. |
The definition of Repurchase Date in Section 2 of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
Repurchase Date shall mean, with respect to each Purchased Asset, the earliest to occur of (i) [reserved], (ii) the Facility Termination Date (including any Early Facility Termination Date), (iii) the date on which Seller is to repurchase such Purchased Asset as specified in the related Confirmation, (iv) the maturity date of such Purchased Asset (subject to extension, if applicable, in accordance with the related Purchased Asset Documents in effect as of the Purchase Date or as subsequently modified with Buyers consent), (v) three (3) Business Days following the end of the related cure period, if applicable, upon Buyers demand for repurchase pursuant to Section 3(d)(iii) of this Agreement (vi) three (3) Business Days following an Early Repurchase Date or an Accelerated Repurchase Date and (vii) the date Seller repurchases a Purchased Asset pursuant to Section 14(a)(xiv)(C), Section 14(a)(xvi) or Section 12(u) of this Agreement.
1.6. |
Section 2 of the Repurchase Agreement is hereby amended to delete the definition of Transaction Extension Conditions and add the following definitions in their proper alphabetical sequence: |
Aggregate Purchase Price Adjustment Amount shall mean, as of any date, an amount equal to the sum of all Purchase Price Adjustment Amounts for all Purchased Assets being repurchased on such date.
Minimum Purchased Amount shall mean, as of any date of determination, an amount equal to the product obtained by multiplying (x) sixty-five percent (65%) and (y) the amount equal to the aggregate Maximum Purchase Price for all Purchased Assets as of such date.
Purchase Price Adjustment Amount shall mean, with respect to any Purchased Asset being repurchased on an applicable Repurchase Date, an amount equal to the product of (x) the Maximum Purchase Price for such Purchased Asset as of such Repurchase Date and (y) ten percent (10%).
1.7. |
Clause (K) of the definition of Transaction Conditions Precedent set forth in Section 3(b) of the Repurchase Agreement shall be amended and restated in its entirety as follows: |
(K) Buyer shall have (1) determined, in its sole and absolute discretion, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Assets, (2) obtained satisfactory results of a full underwriting review of such Eligible Asset and the related Mortgaged Property (or Mortgaged Properties) performed by Buyer and any third party reviewers on behalf of Buyer, (3) obtained satisfactory results of a review of a background check of each underlying Mortgagor, guarantor, sponsor, participant or obligor relating to a Purchased Asset, (4) obtained internal credit approval for the inclusion of such Eligible Asset as a Purchased Asset in a Transaction and (5) determined, in its sole and absolute discretion, that the Maximum Purchase Price Loan to Value (as determined by Buyer in its sole and absolute discretion) for all of the Purchased Assets together with each asset proposed to be sold to Buyer by Seller, on an aggregate basis, is less than or equal to 60%.
1.8. |
Section 3(d)(iv) of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
[Reserved].
1.9. |
Section 3(s) of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
(s) On any Business Day prior to the Repurchase Date for a Purchased Asset, Seller shall have the right, from time to time, to transfer cash to Buyer for the purpose of reducing the outstanding Purchase Price of one or more Purchased Assets without terminating the applicable Transaction; provided, that (i) Seller
provides Buyer with one (1) Business Days prior notice with respect to any reduction in outstanding Purchase Price occurring on any date that is not a Remittance Date, (ii) Seller may not exercise the right granted to it pursuant to this Section 3(s) more than three (3) times in any calendar month, (iii) the Buyer has first determined that the aggregate outstanding Purchase Price for all Purchased Assets (after giving pro forma effect to the requested reductions) would be equal to or greater than the Minimum Purchased Amount, (iv) all amounts received by the Buyer pursuant to this Section 3(s) shall be applied to reduce the Purchase Price of the applicable Purchased Assets pursuant to the written instructions of the Seller (but subject to the Concentration Limit); provided that following the occurrence and during the continuance of an Event of Default such allocation shall be at the sole discretion of the Buyer and (v) Buyer and Seller shall modify the existing Confirmations for the applicable Transactions to set forth the new Purchase Price Percentage and outstanding Purchase Price for the applicable Purchased Assets that have been reduced pursuant to the immediately preceding clause (iv).
1.10. |
Section 3(t) of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
If at any time prior to the Repurchase Date for the applicable Purchased Asset there exists Margin Availability with respect to such Purchased Asset, Seller may, on any Business Day, submit to Buyer a written request that Buyer transfer cash to Seller so as to increase the outstanding Purchase Price for such Purchased Asset in the amount (not to exceed the Margin Availability) requested by Seller (a Margin Availability Advance) which Margin Availability Advance shall increase the outstanding Purchase Price for such Purchased Asset. Subject to Section 3(v), the Margin Availability Advance shall be funded by Buyer on the date requested by Seller which requested funding date shall be (i) prior to the Repurchase Date and (ii) no earlier than one (1) Business Day following the date of Sellers delivery of a request for a Margin Availability Advance (provided that Seller will endeavor to, but will be under no obligation to, request a funding date that is at least two Business Days following the date of Sellers delivery of a request for a Margin Availability Advance) if such written request is delivered by 11:00 a.m. New York City time on any Business Day. It shall be a condition to Buyers obligation to make any Margin Availability Advance that (i) as of the funding of such Margin Availability Advance, no Margin Deficit, monetary Default or material nonmonetary Default or Event of Default is continuing or would result from the funding of such Margin Availability Advance, and (ii) the funding of the Margin Availability Advance would not cause the aggregate outstanding Purchase Price for all Purchased Assets to exceed the Facility Amount. In connection with any funding of a Margin Availability Advance pursuant to this Section 3(t), Buyer and Seller shall modify the existing Confirmation for the applicable Transaction to set forth the new Purchase Price Percentage and outstanding Purchase Price for such Purchased Asset.
1.11. |
Section 3 of the Repurchase Agreement is hereby amended to add the following Section 3(w) in its proper numerical and alphabetical sequence: |
(w) If, on any date, (1) there is only one Purchased Asset that is subject to the Agreement and (2) such Purchased Asset has a Maximum Purchase Price Loan to Value as of such date of greater than 60% (a High LTV), then Buyer may in its sole and absolute discretion by written notice to Seller (a High LTV Notice) require Seller to transfer to Buyer either (at Sellers election) cash or additional collateral acceptable to Buyer in its sole and absolute discretion (including without limitation, Eligible Assets pursuant to the terms of this Agreement), so that following such transfer, the Maximum Purchase Price Loan to Value for such Purchased Asset equals 60% or less as of such date; provided, that for purposes of calculating Maximum Purchase Price Loan to Value pursuant to this Section 3(w), Buyer will use the most recent Appraisal for such Purchased Asset that has been delivered to Buyer by Seller as long as such Appraisal, for purposes of this Section 3(w), is acceptable to Buyer in its commercially reasonable discretion. Any additional collateral that is an Eligible Asset transferred as additional collateral shall be a Purchased Asset and shall have a Purchase Price as determined by Buyer in its sole and absolute discretion. Sellers failure to cure any High LTV by transferring cash or other collateral to Buyer after receipt of a High LTV Notice as required by this Section 3(w) shall, notwithstanding anything to the contrary in Section 14(a), constitute an Event of Default and shall entitle Buyer to exercise its remedies under Section 14 (including, without limitation, the liquidation remedy provided for in Section 14(b)(iii)). If a High LTV Notice is given by Buyer to Seller under this Section 3(w) on any Business Day, Seller shall transfer either (at Sellers election) cash or additional collateral as provided herein by no later than the fifth Business Day after the giving of such High LTV Notice. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 3(w) shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Buyer and Seller agree that any failure or delay by Buyer to exercise its rights under this Section 3(w) shall not limit Buyers rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.
1.12. |
Section 3 of the Repurchase Agreement is hereby amended to add the following Section 3(x) in its proper numerical and alphabetical sequence: |
(x) On each Repurchase Date (other than a Repurchase Date referred to in clause (ii) of the definition thereof) occurring after the second (2nd) anniversary of the Initial Termination Date, the Seller shall pay to Buyer (in addition to all other amounts required to be paid by Seller to Buyer on such Repurchase Date pursuant to the terms of this Agreement), the Aggregate Purchase Price Adjustment Amount. The Aggregate Purchase Price Adjustment Amount shall be applied by Buyer (as determined by Buyer in its commercially reasonable discretion) to reduce the Purchase Price for the remaining Purchased Assets. On the applicable Repurchase Date, Buyer and Seller shall modify the existing Confirmation for each remaining Purchased Asset to set forth the new Purchase Price Percentage and outstanding Purchase Price for each remaining Purchased Asset resulting from the application of the Aggregate Purchase Price Adjustment Amount to such remaining Purchased Assets. Sellers failure to make such payment on the applicable Repurchase Date
as required by this Section 3(x) shall constitute an Event of Default following expiration of any applicable cure period set forth in Section 14(a)(i) and shall entitle Buyer to exercise its remedies under Section 14 (including, without limitation, the liquidation remedy provided for in Section 14(b)(iii)).
1.13. |
Section 12(s) of the Repurchase Agreement is hereby amended and restated in its entirety as follows: |
(s) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement, the Fee Letter and the other Transaction Documents, including, without limitation, (i) each Commitment Fee; (ii) the Extension Fee, which shall be due and payable by Seller on each date the Seller extends the Facility Termination Date pursuant to Sellers exercise of Facility Extension Options in accordance with Section 3(e) of this Agreement; and (iii) the Funding Fee, which shall be due and payable by Seller on the related Purchase Date for a Purchased Asset.
SECTION 2. Reinstatement of Extension Option. Notwithstanding anything to the contrary, any Facility Extension Option exercised or deemed exercised prior to the date hereof, including, without limitation, any exercise or deemed exercise of a Facility Extension Option as of April 22, 2019, is hereby reinstated such that Seller shall have Facility Extension Options for up to five (5) successive one (1) year periods commencing on the Initial Facility Termination Date (as such term is amended and restated by this Amendment). Without limitation to the foregoing, Buyer and Seller hereby expressly acknowledge and agree that, for purposes of clause (ii) of the definition of Facility Amount in the Repurchase Agreement, Seller shall not be deemed to have exercised its first Facility Extension Option as of the date hereof.
SECTION 3. Conditions Precedent. This Amendment shall not be effective until (a) Buyer shall have received from Seller the payment of the Commitment Fee, in the amount of $426,140.54 due on the date hereof in connection with the increase of the Facility Amount pursuant to this Amendment; (b) the Buyer shall have received opinions in form and substance satisfactory to the Buyer concerning, among other things, the enforceability of the amended Guaranty, Fee Letter and Repurchase Agreement as well as a bring down of the Safe Harbor opinion from Ropes & Gray LLP; (c) Buyer shall have received a fully executed amendment to each of the Guaranty and Fee Letter, in each case, in form and substance satisfactory to the Buyer; (d) Buyer shall have received confirmation from the Custodian acknowledging receipt of an updated authorized signatory list and (e) Buyer shall have received updated lien, bankruptcy and litigation searches in respect of the Seller, Pledgor and Guarantor in form and substance satisfactory to the Buyer.
SECTION 4. Fees and Expenses. Seller agrees to pay to Buyer all fees and out of pocket expenses incurred by Buyer in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of legal counsel to Buyer incurred in connection with this Amendment, in accordance with Section 30(d) of the Repurchase Agreement.
SECTION 5. Confirmations. Buyer and Seller shall cooperate in good faith to modify within thirty (30) days of the date hereof the existing Confirmations for the Transactions in effect as of the date hereof to give effect to the revised definition of Repurchase Date in Section 1.5 of this Amendment.
SECTION 6. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Repurchase Agreement.
SECTION 7. Guarantor Ratification. Blackstone Mortgage Trust, Inc., a Maryland corporation (the Guarantor) hereby ratifies and confirms that the Guaranty, dated as of June 27, 2014, made by Guarantor in favor of Buyer, as amended by that certain Amendment Number One to the Guaranty dated as of the date hereof, continues in full force and effect and unmodified and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment or otherwise, and Guarantor hereby consents, acknowledges and agrees to this Amendment and waives any common law, equitable or statutory rights that it might otherwise have as a result of or in connection with this Amendment.
SECTION 8. Limited Effect. Except as amended hereby, the Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Repurchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Repurchase Agreement, any reference in any of such items to the Repurchase Agreement being sufficient to refer to the Repurchase Agreement as amended hereby.
SECTION 9. Representations and Warranties. Seller hereby represents and warrants to Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 10 of the Repurchase Agreement. Seller hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
SECTION 10. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York.
SECTION 11. Headings. The section headings used in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.
SECTION 12. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and arc binding on all parties. The original documents shall be promptly delivered, if requested.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, Seller and Buyer have caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date hereof.
SELLER: | ||||
PARLEX 7 FINCO, LLC | ||||
By: |
/s/ Douglas N. Armer |
|||
Name: |
Douglas N. Armer |
|||
Title: |
Executive Vice President, Capital |
|||
Markets, and Treasurer |
||||
BUYER: | ||||
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation |
||||
By: |
MetLife Investment Management, LLC, a Delaware limited liability company, its investment manager and Authorized Signatory |
|
By: |
/s/ Jiawei Ding |
||
Name: Jiawei Ding Title: Director |
Agreed to, accepted and ratified by: |
||||
BLACKSTONE MORTGAGE TRUST, INC., |
||||
a Maryland corporation, as Guarantor |
||||
By: |
/s/ Douglas N. Armer |
|||
Name: |
Douglas N. Armer |
|||
Title: |
Executive Vice President, Capital Markets, and Treasurer |
[Signature page to Amendment Number Four (BXMT/MetLife MRA)]
Exhibit 10.2
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this Amendment), dated as of July 16, 2019 (the Effective Date), is made by and among PARLEX 2 FINANCE, LLC, a Delaware limited liability company (Parlex 2), PARLEX 2A FINCO, LLC, a Delaware limited liability company (Parlex 2A), PARLEX 2 UK FINCO, LLC, a Delaware limited liability company (Parlex 2 UK), PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company (Parlex 2 EUR), PARLEX 2 AU FINCO, LLC, a Delaware limited liability company (Parlex 2 AU), PARLEX 2 CAD FINCO, LLC, a Delaware limited liability company (Parlex 2 CAD, and together with Parlex 2, Parlex 2A, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU and any other Person when such Person joins as a Seller hereunder from time to time, individually and/or collectively as the context may require, Seller), BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (Guarantor) (for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof), and CITIBANK, N.A., a national banking association (Buyer).
W I T N E S S E T H:
WHEREAS, Seller and Buyer have entered into that certain Fourth Amended and Restated Master Repurchase Agreement, dated as of February 15, 2019 (as the same may be further amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the Original Agreement);
WHEREAS, Seller and Buyer have entered into that certain First Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated as of June 7, 2019 (the First Amendment; together with the Original Agreement, as the same may be further amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the Repurchase Agreement);
WHEREAS, all capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Repurchase Agreement;
WHEREAS, Seller and Buyer desire to modify certain terms and provisions of the Repurchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of ten dollars ($10) and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Seller and Buyer covenant and agree as follows as of the Effective Date and Guarantor acknowledges and agrees as to the provision set forth in Section 3 as of the Effective Date:
1. Modification of Repurchase Agreement. The following definition in Section 2 of the Repurchase Agreement is hereby deleted in its entirety and the following definition is substituted therefor:
Facility Amount shall mean, subject to Section 30(j) of this Agreement, One Billion Five Hundred Million Dollars ($1,500,000,000); provided that whenever under this Agreement Seller and Buyer are required or otherwise need to calculate whether the Facility Amount has been or would be exceeded, then all applicable amounts for Foreign Purchased Loans necessary for such calculation shall be converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan for all purposes of such calculation.
2. Sellers Representations. Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors rights generally and to equitable principles. No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Seller of this Amendment. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Seller of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).
3. Reaffirmation of Guaranty. Guarantor has executed this Amendment for the purpose of acknowledging and agreeing that, notwithstanding the execution and delivery of this Amendment and the amendment of the Repurchase Agreement hereunder, all of Guarantors obligations under the Guaranty remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects.
4. Full Force and Effect. Except as expressly modified hereby, all of the terms, covenants and conditions of the Repurchase Agreement and the other Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed by Seller. Any inconsistency between this Amendment and the Repurchase Agreement (as it existed before this Amendment) shall be resolved in favor of this Amendment, whether or not this Amendment specifically modifies the particular provision(s) in the Repurchase Agreement inconsistent with this Amendment. All references to the Agreement in the Repurchase Agreement or to the Repurchase Agreement in any of the other Transaction Documents shall mean and refer to the Repurchase Agreement as modified and amended hereby.
5. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.
6. Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.
2
7. Counterparts. This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute the same agreement. Signatures delivered by email (in PDF format) shall be considered binding with the same force and effect as original signatures.
8. Governing Law. This Amendment shall be governed in accordance with the terms and provisions of Section 20 of the Repurchase Agreement.
[No Further Text on this Page; Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written and effective as of the Effective Date.
BUYER: | ||
CITIBANK, N.A. | ||
By: | /s/ Richard B. Schlenger | |
Name: | Richard B. Schlenger | |
Title: |
Authorized Signatory |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Second Amendment to Fourth Amended and Restated Master Repurchase Agreement]
SELLER: |
||
PARLEX 2 FINANCE, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
PARLEX 2A FINCO, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital |
||
Markets, and Treasurer |
PARLEX 2 UK FINCO, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Second Amendment to Fourth Amended and Restated Master Repurchase Agreement]
PARLEX 2 AU FINCO, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
PARLEX 2 CAD FINCO, LLC, a Delaware limited liability company |
By: |
/s/ Douglas N. Armer |
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
|
GUARANTOR: |
|||
BLACKSTONE MORTGAGE TRUST, INC., |
||||
By: |
/s/ Douglas N. Armer |
|||
Name: Douglas N. Armer |
||||
Title: Executive Vice President, Capital Markets, and Treasurer |
[Signature Page to Second Amendment to Fourth Amended and Restated Master Repurchase Agreement]
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 23, 2019 |
||||||
/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, Anthony F. Marone, Jr., 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 23, 2019 | ||||||
/s/ Anthony F. Marone, Jr. |
||||||
Anthony F. Marone, Jr. |
||||||
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, 2019 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 23, 2019 |
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, 2019 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Anthony F. Marone, Jr., 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/ Anthony F. Marone, Jr. |
Anthony F. Marone, Jr. |
Chief Financial Officer |
October 23, 2019 |
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.