☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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94-6181186
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Class A common stock, par value $0.01 per share
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BXMT
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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PART I.
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ITEM 1.
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2
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Consolidated Financial Statements (Unaudited):
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2
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3
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4
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5
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6
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8
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ITEM 2.
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45
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ITEM 3.
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68
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ITEM 4.
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71
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PART II.
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ITEM 1.
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72
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ITEM 1A.
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72
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ITEM 2.
|
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75
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ITEM 3.
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75
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ITEM 4.
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75
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ITEM 5.
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75
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ITEM 6.
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76
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78
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March 31,
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December 31,
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||||
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2020
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2019
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||||
Assets
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Cash and cash equivalents
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$ |
355,018
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$ |
150,090
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||||
Loans receivable
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16,363,608
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16,164,801
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||||||
Current expected credit loss reserve
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(112,694
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) |
—
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|||||
Loans receivable, net
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16,250,914
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16,164,801
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||||||
Other assets
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152,157
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236,980
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||||||
Total Assets
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$ |
16,758,089
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$ |
16,551,871
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||||
Liabilities and Equity
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||||||
Secured debt agreements, net
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$ |
9,335,709
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$ |
10,054,930
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||||
Securitized debt obligations, net
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2,239,640
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1,187,084
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||||||
Secured term loan, net
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734,695
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736,142
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||||||
Convertible notes, net
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613,882
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613,071
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||||||
Other liabilities
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159,736
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175,963
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||||||
Total Liabilities
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13,083,662
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12,767,190
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||||||
Commitments and contingencies
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—
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—
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||||
Equity
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Class A common stock, $0.01 par value, 200,000,000 shares authorized, 135,355,320 and 135,003,662 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
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1,354
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1,350
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||||||
Additional
paid-in
capital
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4,378,851
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4,370,014
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||||||
Accumulated other comprehensive income (loss)
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18,248
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(16,233
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) | |||||
Accumulated deficit
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(747,533
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) |
(592,548
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) | ||||
Total Blackstone Mortgage Trust, Inc. stockholders’ equity
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3,650,920
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3,762,583
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||||||
Non-controlling
interests
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23,507
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22,098
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||||||
Total Equity
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3,674,427
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3,784,681
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||||||
Total Liabilities and Equity
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$ |
16,758,089
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$ |
16,551,871
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Three Months Ended
March 31,
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|||||||
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2020
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2019
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Income from loans and other investmen
t
s
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Interest and related income
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$ |
204,875
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$ |
224,759
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||||
Less: Interest and related expenses
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104,239
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118,688
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||||||
Income from loans and other investments, net
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100,636
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106,071
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Other expenses
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Management and incentive fees
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19,277
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19,790
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||||||
General and administrative expenses
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11,791
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9,313
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||||||
Total other expenses
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31,068
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29,103
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||||||
Increase in current expected credit loss reserve
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(122,702
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) |
—
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|||||
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||||||||
(Loss) income before income taxes
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(53,134
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) |
76,968
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|||||
Income tax provision
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149
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101
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||||||
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Net (loss) income
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(53,283
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) |
76,867
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|||||
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||||||||
Net income attributable to non-controlling interests
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(67
|
) |
(302
|
) | ||||
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Net (loss) income attributable to Blackstone Mortgage Trust, Inc.
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$ |
(53,350
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) | $ |
76,565
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|||
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Net (loss) income per share of common stock basic and diluted
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$ |
(0.39
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) | $ |
0.62
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|||
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||||||||
Weighted-average shares of common stock outstanding, basic and diluted
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135,619,264
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124,333,048
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Three Months Ended
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|||||||
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March 31,
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|||||||
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2020
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|
2019
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|
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Net (loss) income
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$ |
(53,283
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) | $ |
76,867
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|||
Other comprehensive income
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|
||||||
Unrealized (loss) gain on foreign currency translation
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(69,510
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) |
5,414
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|||||
Realized and unrealized gain (loss) on derivative financial instruments
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103,991
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(1,948
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) | |||||
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||||||||
Other comprehensive income
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34,481
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3,466
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||||||
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Comprehensive (loss) income
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(18,802
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) |
80,333
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|||||
Comprehensive income attributable to non-controlling interests
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(67
|
) |
(302
|
) | ||||
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Comprehensive (loss) income attributable to Blackstone Mortgage Trust, Inc.
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$ |
(18,869
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) | $ |
80,031
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Blackstone Mortgage Trust, Inc.
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Class A
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Additional
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Accumulated Other
|
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||||||||||||||
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Common
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Paid-In
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Comprehensive
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Accumulated
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Stockholders’
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Non-controlling
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Total
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||||||||||||||
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Stock
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Capital
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(Loss) Income
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Deficit
|
|
Equity
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|
Interests
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Equity
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|
||||||||||||||
Balance at December 31, 2018
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$ |
1,234
|
$ |
3,966,540
|
$ |
(34,222
|
) | $ |
(569,428
|
) | $ |
3,364,124
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$ |
10,483
|
$ |
3,374,607
|
||||||||||||
Shares of class A common stock issued, net
|
23
|
65,358
|
—
|
—
|
65,381
|
—
|
65,381
|
|||||||||||||||||||||
Restricted class A common stock earned
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—
|
7,639
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—
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—
|
7,639
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—
|
7,639
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|||||||||||||||||||||
Dividends reinvested
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—
|
143
|
—
|
(132
|
) |
11
|
—
|
11
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||||||||||||||||||||
Deferred directors’ compensation
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—
|
125
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—
|
—
|
125
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—
|
125
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|||||||||||||||||||||
Other comprehensive income
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—
|
—
|
3,466
|
—
|
3,466
|
—
|
3,466
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|||||||||||||||||||||
Net income
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—
|
—
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—
|
76,565
|
76,565
|
302
|
76,867
|
|||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
—
|
—
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—
|
(77,913
|
) |
(77,913
|
) |
—
|
(77,913
|
) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
—
|
—
|
—
|
—
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—
|
1,470
|
1,470
|
|||||||||||||||||||||
Distributions to
non-controlling
interests
|
—
|
—
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—
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—
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—
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(64
|
) |
(64
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) | |||||||||||||||||||
Balance at March 31, 2019
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$ |
1,257
|
$ |
4,039,805
|
$ |
(30,756
|
) | $ |
(570,908
|
) | $ |
3,439,398
|
$ |
12,191
|
$ |
3,451,589
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||||||||||||
Balance at December 31, 2019
|
$ |
1,350
|
$ |
4,370,014
|
$ |
(16,233
|
) | $ |
(592,548
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) | $ |
3,762,583
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$ |
22,098
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$ |
3,784,681
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||||||||||||
Adoption of ASU
2016-13,
see Note 2
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—
|
—
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—
|
(17,565
|
) |
(17,565
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) |
(85
|
) |
(17,650
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) | |||||||||||||||||
Shares of class A common stock issued, net
|
4
|
—
|
—
|
—
|
4
|
—
|
4
|
|||||||||||||||||||||
Restricted class A common stock earned
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—
|
8,550
|
—
|
—
|
8,550
|
—
|
8,550
|
|||||||||||||||||||||
Dividends reinvested
|
—
|
162
|
—
|
(150
|
) |
12
|
—
|
12
|
||||||||||||||||||||
Deferred directors’ compensation
|
—
|
125
|
—
|
—
|
125
|
—
|
125
|
|||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
34,481
|
—
|
34,481
|
—
|
34,481
|
|||||||||||||||||||||
Net (loss) income
|
—
|
—
|
—
|
(53,350
|
) |
(53,350
|
) |
67
|
(53,283
|
) | ||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
—
|
—
|
—
|
(83,920
|
) |
(83,920
|
) |
—
|
(83,920
|
) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
—
|
—
|
—
|
—
|
—
|
8,108
|
8,108
|
|||||||||||||||||||||
Distributions to
non-controlling
interests
|
—
|
—
|
—
|
—
|
—
|
(6,681
|
) |
(6,681
|
) | |||||||||||||||||||
Balance at March 31, 2020
|
$ |
1,354
|
$ |
4,378,851
|
$ |
18,248
|
$ |
(747,533
|
) | $ |
3,650,920
|
$ |
23,507
|
$ |
3,674,427
|
|||||||||||||
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
|
2019
|
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
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Net (loss) income
|
$ |
(53,283
|
) | $ |
76,867
|
|||
Adjustments to reconcile net (loss) income to net cash provided by operating activities
|
|
|
||||||
Non-cash compensation expense
|
8,678
|
7,768
|
||||||
Amortization of deferred fees on loans and debt securities
|
(14,399
|
) |
(13,356
|
) | ||||
Amortization of deferred financing costs and premiums/ discount on debt obligations
|
9,704
|
7,265
|
||||||
Increase in current expected credit loss reserve
|
122,702
|
—
|
||||||
Changes in assets and liabilities, net
|
|
|
||||||
Other assets
|
(7,432
|
) |
(4,780
|
) | ||||
Other liabilities
|
2,647
|
3,808
|
||||||
|
||||||||
Net cash provided by operating activities
|
68,617
|
77,572
|
||||||
|
||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Origination and fundings of loans receivable
|
(971,322
|
) |
(799,326
|
) | ||||
Principal collections and sales proceeds from loans receivable and debt securities
|
620,994
|
463,483
|
||||||
Origination and exit fees received on loans receivable
|
8,610
|
5,501
|
||||||
Receipts under derivative financial instruments
|
85,432
|
2,956
|
||||||
Payments under derivative financial instruments
|
(23,780
|
) |
(970
|
) | ||||
Collateral deposited under derivative agreements
|
(102,140
|
) |
(9,090
|
) | ||||
Return of collateral deposited under derivative agreements
|
132,940
|
4,000
|
||||||
|
||||||||
Net cash used in investing activities
|
(249,266
|
) |
(333,446
|
) | ||||
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
|
2019
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Borrowings under secured debt agreements
|
$ |
986,342
|
$ |
721,571
|
||||
Repayments under secured debt agreements
|
(1,555,997
|
) |
(483,748
|
) | ||||
Proceeds from issuance of collateralized loan obligations
|
|
|
1,243,125
|
|
|
|
—
|
|
Repayment of collateralized loan obligations
|
|
|
(179,759
|
)
|
|
|
—
|
|
Proceeds from sale of loan participations
|
—
|
12,802
|
||||||
Repayments of secured term loan
|
(1,872
|
) |
—
|
|||||
Payment of deferred financing costs
|
(20,487
|
) |
(11,200
|
) | ||||
Contributions from non-controlling interests
|
8,108
|
1,470
|
||||||
Distributions to non-controlling interests
|
(6,681
|
) |
(64
|
) | ||||
Net proceeds from issuance of class A common stock
|
—
|
65,377
|
||||||
Dividends paid on class A common stock
|
(83,702
|
) |
(76,530
|
) | ||||
|
||||||||
Net cash provided by financing activities
|
389,077
|
229,678
|
||||||
|
||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
208,428
|
(26,196
|
) | |||||
Cash and cash equivalents at beginning of
p
eriod
|
150,090
|
105,662
|
||||||
Effects of currency translation on cash and cash equivalents
|
(3,500
|
) |
(29
|
) | ||||
|
||||||||
Cash and cash equivalents at end of
per
iod
|
$ |
355,018
|
$ |
79,437
|
||||
|
||||||||
Supplemental disclosure of cash flows information
|
|
|
|
|
|
|
||
Payments of interest
|
$ |
(91,341
|
) | $ |
(107,971
|
) | ||
|
||||||||
Payments of income taxes
|
$ |
(122
|
) | $ |
(74
|
) | ||
|
||||||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|||||
Dividends declared, not paid
|
$ |
(83,920
|
) | $ |
(77,913
|
) | ||
|
||||||||
Loan principal payments held by servicer, net
|
$ |
656
|
$ |
37,285
|
||||
•
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U
.
S
.
Loans
|
|
|
|
•
|
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Non-U
.
S
.
Loans
|
|
|
|
•
|
|
Unique Loans
|
|
|
|
•
|
|
Impaired Loans
|
|
|
1 -
|
|
Very Low Risk
|
|
|
|
|
|
|
|
2 -
|
|
Low Risk
|
|
|
|
|
|
|
|
3 -
|
|
Medium Risk
|
|
|
|
|
|
|
|
4 -
|
|
High Risk/Potential for 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.
|
|
|
|
•
|
|
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.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Number of loans
|
132
|
128
|
||||||
Principal balance
|
$ |
|
$ |
16,277,343
|
||||
Net book value
|
$ |
16,250,914
|
$ |
16,164,801
|
||||
Unfunded loan commitments
(1)
|
$ |
3,905,323
|
$ |
3,911,868
|
||||
Weighted-average cash coupon
(2)
|
L + 3.16
|
% |
L + 3.20
|
% | ||||
Weighted-average
all-in
yield
(2)
|
L + 3.51
|
% |
L + 3.55
|
% | ||||
Weighted-average maximum maturity (years)
(3)
|
3.7
|
3.8
|
||||||
|
|
|
(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)
|
The weighted-average cash coupon and
all-in
yield are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as applicable to each loan. As of March 31, 2020, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and $11.1 billion of such loans earned interest based on floors that are above the applicable index. The other 1% of our loans earned a fixed rate of interest. We reflect our fixed rate loans as a spread over the relevant floating benchmark rates, as of March 31, 2020 and December 31, 2019, respectively, for purposes of the weighted-averages. As of December 31, 2019, 99% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $6.1 billion of such loans earned interest based on floors that are above the applicable index. 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.
|
(3)
|
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of March 31, 2020, 57% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 43% were open to repayment by the borrower without penalty. As of December 31, 2019, 61% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 39% were open to repayment by the borrower without penalty.
|
|
Principal
Balance |
|
Deferred Fees /
Other Items
(1)
|
|
Net Book
Value |
|
||||||
Loans Receivable, as of December 31, 2019
|
$ |
16,277,343
|
$ |
(112,542
|
) | $ |
16,164,801
|
|||||
Loan fundings
|
971,322
|
—
|
971,322
|
|||||||||
Loan repayments
|
(567,352
|
) |
—
|
(567,352
|
) | |||||||
Unrealized (loss) gain on foreign currency translation
|
(212,546
|
) |
1,728
|
(210,818
|
) | |||||||
Deferred fees and other items
|
—
|
(8,610
|
) |
(8,610
|
) | |||||||
Amortization of fees and other items
|
—
|
14,265
|
14,265
|
|||||||||
Loans Receivable, as of March 31, 2020
|
$ |
16,468,767
|
$ |
(105,159
|
) | $ |
16,363,608
|
|||||
|
|
|||||||||||
|
||||||||||||
CECL reserve
|
|
|
(112,694
|
) | ||||||||
Loans Receivable, net, as of March 31, 2020
|
|
|
$ |
16,250,914
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Other items primarily consist of purchase discounts or premiums, exit fees, and deferred origination expenses.
|
March 31, 2020
|
||||||||||||||||
Property Type
|
Number of
Loans |
|
Net Book
Value |
|
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
Office
|
60
|
$ |
9,481,796
|
$ |
9,814,730
|
57%
|
||||||||||
Hospitality
|
14
|
2,194,116
|
2,271,536
|
13
|
||||||||||||
Multifamily
|
39
|
1,957,101
|
2,010,565
|
12
|
||||||||||||
Industrial
|
7
|
826,694
|
832,082
|
5
|
||||||||||||
Retail
|
4
|
520,279
|
529,997
|
3
|
||||||||||||
Self-Storage
|
2
|
285,471
|
285,788
|
2
|
||||||||||||
Condominium
|
2
|
228,912
|
230,466
|
1
|
||||||||||||
Other
|
4
|
869,239
|
1,185,871
|
7
|
||||||||||||
Total loans receivable
|
132
|
$ |
16,363,608
|
$ |
17,161,035
|
100%
|
||||||||||
CECL reserve
|
|
(112,694
|
) |
|
|
|||||||||||
Loans receivable, net
|
|
$ |
16,250,914
|
|
|
|||||||||||
Geographic Location
|
Number of
Loans |
|
Net Book
Value |
|
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
United States
|
|
|
|
|
||||||||||||
Northeast
|
27
|
$ |
4,222,778
|
$ |
4,249,684
|
25%
|
||||||||||
West
|
28
|
2,853,616
|
3,188,319
|
19
|
||||||||||||
Southeast
|
26
|
2,481,003
|
2,493,980
|
15
|
||||||||||||
Midwest
|
9
|
1,014,714
|
1,019,402
|
6
|
||||||||||||
Southwest
|
12
|
648,949
|
651,714
|
4
|
||||||||||||
Northwest
|
3
|
53,124
|
53,187
|
—
|
||||||||||||
Subtotal
|
105
|
11,274,184
|
11,656,286
|
69
|
||||||||||||
International
|
|
|
|
|
||||||||||||
United Kingdom
|
13
|
1,631,711
|
1,971,765
|
11
|
||||||||||||
Ireland
|
1
|
1,298,062
|
1,309,049
|
8
|
||||||||||||
Spain
|
2
|
1,182,830
|
1,188,897
|
7
|
||||||||||||
Australia
|
3
|
319,160
|
320,514
|
2
|
||||||||||||
Germany
|
1
|
195,109
|
247,447
|
1
|
||||||||||||
Italy
|
1
|
178,606
|
180,582
|
1
|
||||||||||||
Netherlands
|
1
|
94,791
|
95,965
|
1
|
||||||||||||
Belgium
|
1
|
85,551
|
85,786
|
—
|
||||||||||||
Canada
|
3
|
72,103
|
72,313
|
—
|
||||||||||||
France
|
1
|
31,501
|
32,431
|
—
|
||||||||||||
Subtotal
|
27
|
5,089,424
|
5,504,749
|
31
|
||||||||||||
Total loans receivable
|
132
|
$ |
16,363,608
|
$ |
17,161,035
|
100%
|
||||||||||
CECL reserve
|
|
(112,694
|
) |
|
|
|||||||||||
Loans receivable, net
|
|
$ |
16,250,914
|
|
|
|||||||||||
|
(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 $692.3 million of such
non-consolidated
senior interests as of March 31, 2020.
|
|||||||||
(2)
|
Excludes investment exposure to the $880.7 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, 2019
|
||||||||||||||||
Property Type
|
Number of
Loans |
|
Net Book
Value |
|
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
Office
|
63
|
$ |
9,946,055
|
$ |
10,266,567
|
61%
|
||||||||||
Hospitality
|
14
|
2,199,220
|
2,281,718
|
13
|
||||||||||||
Multifamily
|
36
|
1,596,333
|
1,642,664
|
10
|
||||||||||||
Industrial
|
5
|
603,917
|
607,423
|
4
|
||||||||||||
Retail
|
3
|
373,045
|
381,040
|
2
|
||||||||||||
Self-Storage
|
2
|
291,994
|
292,496
|
2
|
||||||||||||
Condominium
|
1
|
232,778
|
234,260
|
1
|
||||||||||||
Other
|
4
|
921,459
|
1,259,696
|
7
|
||||||||||||
|
128
|
$ |
16,164,801
|
$ |
16,965,864
|
100%
|
||||||||||
Geographic Location
|
Number of
Loans |
|
Net Book
Value |
|
Total Loan
Exposure
(1)(2)
|
|
Percentage of
Portfolio |
|
||||||||
United States
|
|
|
|
|
||||||||||||
Northeast
|
25
|
$ |
3,789,477
|
$ |
3,815,580
|
22%
|
||||||||||
West
|
30
|
3,143,323
|
3,451,914
|
20
|
||||||||||||
Southeast
|
23
|
2,321,444
|
2,334,852
|
14
|
||||||||||||
Midwest
|
10
|
1,174,581
|
1,180,240
|
7
|
||||||||||||
Southwest
|
11
|
464,989
|
467,532
|
3
|
||||||||||||
Northwest
|
3
|
52,891
|
52,989
|
—
|
||||||||||||
Subtotal
|
102
|
10,946,705
|
11,303,107
|
66
|
||||||||||||
International
|
|
|
|
|
||||||||||||
United Kingdom
|
13
|
1,738,536
|
2,102,501
|
12
|
||||||||||||
Ireland
|
1
|
1,318,196
|
1,330,647
|
8
|
||||||||||||
Spain
|
2
|
1,231,061
|
1,237,809
|
7
|
||||||||||||
Australia
|
3
|
360,047
|
361,763
|
2
|
||||||||||||
Germany
|
1
|
195,081
|
251,020
|
1
|
||||||||||||
Italy
|
1
|
178,740
|
180,897
|
1
|
||||||||||||
Belgium
|
1
|
86,807
|
87,201
|
1
|
||||||||||||
Canada
|
3
|
77,656
|
77,953
|
1
|
||||||||||||
France
|
1
|
31,972
|
32,966
|
1
|
||||||||||||
Subtotal
|
26
|
5,218,096
|
5,662,757
|
34
|
||||||||||||
Total
|
128
|
$ |
16,164,801
|
$ |
16,965,864
|
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 $688.5 million of such
non-consolidated
senior interests as of December 31, 2019.
|
|||||||||
(2)
|
Excludes investment exposure to the $930.0 million 2018 Single Asset Securitization. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
||||||||||||||||||||||||
Risk Rating
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure
(1)(2)
|
|
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure
(1)(2)
|
|
||||||||||||||
1
|
5
|
$ |
353,112
|
$ |
354,879
|
|
6
|
$ |
376,379
|
$ |
378,427
|
||||||||||||||||||
2
|
26
|
3,095,443
|
3,115,300
|
|
30
|
3,481,123
|
3,504,972
|
||||||||||||||||||||||
3
|
85
|
9,659,154
|
10,416,291
|
|
89
|
12,137,963
|
12,912,722
|
||||||||||||||||||||||
4
|
16
|
3,255,899
|
3,274,565
|
|
3
|
169,336
|
169,743
|
||||||||||||||||||||||
5
|
—
|
—
|
—
|
|
—
|
—
|
—
|
||||||||||||||||||||||
Total loans receivable
|
132
|
$ |
16,363,608
|
$ |
17,161,035
|
|
128
|
$ |
16,164,801
|
$ |
16,965,864
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CECL reserve
|
|
|
|
|
|
|
(112,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||
|
|
|
|
|
|||||||||||||||||||||||||
Loans receivable, net
|
$ |
16,250,914
|
$ |
16,164,801
|
|||||||||||||||||||||||||
|
||||
(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 $692.3 million and $688.5 million of such
non-consolidated
senior interests as of March 31, 2020 and December 31, 2019, respectively.
|
|||
(2)
|
Excludes investment exposure to the 2018 Single Asset Securitization of
$880.7 million and $930.0
million as of March 31, 2020 and December 31, 2019, respectively. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
U.S. Loans
|
|
Non-U.S. Loans
|
|
Unique Loans
|
|
Total
|
|
|||||||||
Loans Receivable, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CECL reserve as of December 31, 2019
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||
Initial CECL reserve on January 1, 2020
|
8,955
|
3,631
|
1,356
|
13,942
|
||||||||||||
Increase in CECL reserve
|
55,906
|
18,194
|
24,652
|
98,752
|
||||||||||||
CECL reserve as of March 31, 2020
|
$ |
64,861
|
$ |
21,825
|
$ |
26,008
|
$ |
112,694
|
||||||||
|
Net Book Value of Loans Receivable by Year of Origination
(1)(2)
|
|||||||||||||||||||||||||||
|
As of March 31, 2020
|
|||||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
Total
|
|
||||||||||||||
U.S. loans
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1
|
$ |
—
|
$ |
195,684
|
$ |
—
|
$ |
43,964
|
$ |
24,001
|
$ |
—
|
$ |
263,649
|
||||||||||||||
2
|
—
|
93,895
|
1,879,598
|
732,338
|
79,668
|
224,393
|
3,009,892
|
|||||||||||||||||||||
3
|
591,842
|
2,352,919
|
1,668,359
|
1,224,994
|
227,892
|
228,405
|
6,294,411
|
|||||||||||||||||||||
4
|
65,806
|
174,541
|
1,311,942
|
63,173
|
110,089
|
52,784
|
1,778,335
|
|||||||||||||||||||||
5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Total U.S. loans
|
$ |
657,648
|
$ |
2,817,039
|
$ |
4,859,899
|
$ |
2,064,469
|
$ |
441,650
|
$ |
505,582
|
$ |
11,346,287
|
||||||||||||||
Non-U.S. loans
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1
|
$ |
—
|
$ |
—
|
$ |
89,463
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
89,463
|
||||||||||||||
2
|
—
|
—
|
—
|
85,551
|
—
|
—
|
85,551
|
|||||||||||||||||||||
3
|
94,791
|
2,386,534
|
403,821
|
—
|
104,431
|
—
|
2,989,577
|
|||||||||||||||||||||
4
|
—
|
224,225
|
—
|
—
|
—
|
—
|
224,225
|
|||||||||||||||||||||
5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Total Non-U.S. loans
|
$ |
94,791
|
$ |
2,610,759
|
$ |
493,284
|
$ |
85,551
|
$ |
104,431
|
$ |
—
|
$ |
3,388,816
|
||||||||||||||
Unique loans
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||||||||
2
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
3
|
—
|
—
|
291,681
|
—
|
—
|
83,485
|
375,166
|
|||||||||||||||||||||
4
|
—
|
294,734
|
958,605
|
—
|
—
|
—
|
1,253,339
|
|||||||||||||||||||||
5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Total unique loans
|
$ |
—
|
$ |
294,734
|
$ |
1,250,286
|
$ |
—
|
$ |
—
|
$ |
83,485
|
$ |
1,628,505
|
||||||||||||||
Total loans receivable
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1
|
$ |
—
|
$ |
195,684
|
$ |
89,463
|
$ |
43,964
|
$ |
24,001
|
$ |
—
|
$ |
353,112
|
||||||||||||||
2
|
—
|
93,895
|
1,879,598
|
817,889
|
79,668
|
224,393
|
3,095,443
|
|||||||||||||||||||||
3
|
686,633
|
4,739,453
|
2,363,861
|
1,224,994
|
332,323
|
311,890
|
9,659,154
|
|||||||||||||||||||||
4
|
65,806
|
693,500
|
2,270,547
|
63,173
|
110,089
|
52,784
|
3,255,899
|
|||||||||||||||||||||
5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Total loans receivable
|
$
|
752,439
|
$ |
5,722,532
|
$ |
6,603,469
|
$ |
2,150,020
|
$ |
546,081
|
$ |
589,067
|
$ |
16,363,608
|
||||||||||||||
CECL reserve
|
|
|
|
|
|
|
(112,694
|
) | ||||||||||||||||||||
Loans receivable, net
|
|
|
|
|
|
|
$ |
16,250,914
|
||||||||||||||||||||
(1)
|
Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.
|
(2)
|
Excludes the $76.9 million net book value of our
held-to-maturity
debt securities which represents our subordinated risk retention position related to the 2018 Single Asset Securitization, and is included in other assets on our consolidated balance sheets. See Note 4 for details of the subordinated risk retention interest we own in the 2018 Single Asset Securitization.
|
March 31, 2020
|
|
December 31, 2019
|
|
|||||
Debt securities
held-to-maturity
(1)
|
$ |
82,058
|
$ |
86,638
|
||||
CECL reserve
|
(5,122
|
) |
—
|
|||||
Debt securities
held-to-maturity,
net
|
76,936
|
86,638
|
||||||
Accrued interest receivable
|
72,578
|
66,649
|
||||||
Loan portfolio payments held by servicer
(2)
|
656
|
49,584
|
||||||
Prepaid expenses
|
616
|
739
|
||||||
Prepaid taxes
|
376
|
376
|
||||||
Derivative assets
|
1
|
1,079
|
||||||
Collateral deposited under derivative agreements
|
—
|
30,800
|
||||||
Other
|
994
|
1,115
|
||||||
Total
|
$ |
152,157
|
$ |
236,980
|
||||
|
(1)
|
Represents the subordinate risk retention interest in the 2018 Single Asset Securitization, which held aggregate loan assets of $880.7 million and $930.0 million as of March 31, 2020 and December 31, 2019, respectively, 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 15 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.
|
|
|
U.S. Loans
|
|
|
Non-U.S.
Loans
|
|
|
Unique Loans
|
|
|
Total
|
|
||||
Debt Securities
Held-To-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CECL reserve as of December 31, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Initial CECL reserve on January 1, 2020
|
|
|
445
|
|
|
|
—
|
|
|
|
—
|
|
|
|
445
|
|
Increase in CECL reserve
|
|
|
4,677
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CECL reserve as of March 31, 2020
|
|
$
|
5,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
||||
Accrued dividends payable
|
$ |
83,920
|
$ |
83,702
|
||||
Accrued interest payable
|
27,549
|
24,831
|
||||||
Current expected credit loss reserve for unfunded loan commitments
(1)
|
22,536
|
—
|
||||||
Accrued management and incentive fees payable
|
19,277
|
20,159
|
||||||
Accounts payable and other liabilities
|
6,453
|
5,008
|
||||||
Derivative liabilities
|
1
|
42,263
|
||||||
Total
|
$ |
159,736
|
$ |
175,963
|
||||
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve.
|
|
|
U.S. Loans
|
|
Non-U.S. Loans
|
|
Unique Loans
|
|
Total
|
|
||||||||
Unfunded Loan Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CECL reserve as of December 31, 2019
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||
Initial CECL reserve on January 1, 2020
|
2,801
|
453
|
9
|
3,263
|
||||||||||||
Increase in CECL reserve
|
16,992
|
2,219
|
62
|
19,273
|
||||||||||||
CECL reserve as of March 31, 2020
|
$ |
19,793
|
$ |
2,672
|
$ |
71
|
$ |
22,536
|
||||||||
|
Secured Debt Agreements
|
|||||||
|
Borrowings Outstanding
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Secured credit facilities
|
$ |
9,019,652
|
$ |
9,753,059
|
||||
Asset-specific financings
|
347,618
|
330,879
|
||||||
Revolving credit agreement
|
—
|
—
|
||||||
Total secured debt agreements
|
$ |
9,367,270
|
$ |
10,083,938
|
||||
Deferred financing costs
(1)
|
(31,561
|
) |
(29,008
|
) | ||||
Net book value of secured debt
|
$ |
9,335,709
|
$ |
10,054,930
|
||||
|
|
|
(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.
|
|
March 31, 2020
|
|||||||||||||||
|
Credit Facility Borrowings
|
Collateral
|
|
|||||||||||||
Lender
|
Potential
(1)
|
|
Outstanding
|
|
Available
(1)
|
|
Assets
(2)
|
|
||||||||
Deutsche Bank
|
$ |
1,958,510
|
$ |
1,870,556
|
$ |
87,954
|
$ |
2,494,270
|
||||||||
Barclays
|
1,618,795
|
1,529,553
|
89,242
|
2,023,495
|
||||||||||||
Wells Fargo
|
1,492,906
|
1,464,938
|
27,968
|
1,928,798
|
||||||||||||
Citibank
|
919,790
|
875,416
|
44,374
|
1,178,568
|
||||||||||||
Goldman Sachs
|
555,612
|
555,612
|
—
|
727,728
|
||||||||||||
Bank of America
|
538,473
|
443,473
|
95,000
|
749,127
|
||||||||||||
Morgan Stanley
|
493,208
|
438,202
|
55,006
|
670,544
|
||||||||||||
MetLife
|
434,131
|
434,131
|
—
|
545,573
|
||||||||||||
JP Morgan
|
401,865
|
357,639
|
44,226
|
509,766
|
||||||||||||
US Bank - Multi. JV
(3)
|
281,872
|
279,552
|
2,320
|
352,340
|
||||||||||||
Goldman Sachs - Multi. JV
(3)
|
240,263
|
240,263
|
—
|
306,367
|
||||||||||||
Société Générale
|
236,698
|
236,698
|
—
|
300,386
|
||||||||||||
Santander
|
235,447
|
235,447
|
—
|
298,865
|
||||||||||||
Bank of America - Multi. JV
(3)
|
58,172
|
58,172
|
—
|
72,715
|
||||||||||||
|
$ |
9,465,742
|
$ |
9,019,652
|
$ |
446,090
|
$ |
12,158,542
|
||||||||
|
|
(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, 2019
|
|||||||||||||||
|
Credit Facility Borrowings
|
Collateral
|
|
|||||||||||||
Lender
|
Potential
(1)
|
|
Outstanding
|
|
Available
(1)
|
|
Assets
(2)
|
|
||||||||
Wells Fargo
|
$ |
2,056,769
|
$ |
2,018,057
|
$ |
38,712
|
$ |
2,621,806
|
||||||||
Deutsche Bank
|
2,037,795
|
1,971,860
|
65,935
|
2,573,447
|
||||||||||||
Barclays
|
1,629,551
|
1,442,083
|
187,468
|
2,044,654
|
||||||||||||
Citibank
|
1,159,888
|
1,109,837
|
50,051
|
1,473,745
|
||||||||||||
Bank of America
|
603,660
|
513,660
|
90,000
|
775,678
|
||||||||||||
Morgan Stanley
|
524,162
|
468,048
|
56,114
|
706,080
|
||||||||||||
Goldman Sachs
|
474,338
|
450,000
|
24,338
|
632,013
|
||||||||||||
MetLife
|
417,677
|
417,677
|
—
|
536,553
|
||||||||||||
Société Générale
|
333,473
|
333,473
|
—
|
437,130
|
||||||||||||
US Bank - Multi. JV
(3)
|
279,838
|
279,552
|
286
|
350,034
|
||||||||||||
JP Morgan
|
303,288
|
259,062
|
44,226
|
386,545
|
||||||||||||
Santander
|
239,332
|
239,332
|
—
|
299,597
|
||||||||||||
Goldman Sachs - Multi. JV
(3)
|
203,846
|
203,846
|
—
|
261,461
|
||||||||||||
Bank of America - Multi. JV
(3)
|
46,572
|
46,572
|
—
|
58,957
|
||||||||||||
|
$ |
10,310,189
|
$ |
9,753,059
|
$ |
557,130
|
$ |
13,157,700
|
||||||||
|
(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
|
|
||||||||
Morgan Stanley
|
$ / £ /
€
|
25%
|
Collateral marks only
|
March 1, 2022
|
||||||||||||
Goldman Sachs - Multi. JV
(3)
|
$
|
25%
|
Collateral marks only
|
July 12, 2022
(
6)
|
||||||||||||
Bank of America - Multi. JV
(3)
|
$
|
43%
|
Collateral marks only
|
July 19, 2023
(7)
|
||||||||||||
JP Morgan
|
$ / £
|
42%
|
Collateral marks only
|
January 7, 2024
(8)
|
||||||||||||
Bank of America
|
$
|
50%
|
Collateral marks only
|
May 21, 2024
(9)
|
||||||||||||
Barclays
|
$ / £ /
€
|
25%
|
Collateral marks only
|
June 18, 2024
(
10)
|
||||||||||||
Goldman Sachs
|
$ / £ /
€
|
25%
|
Collateral marks only
|
October 22, 2024
(11)
|
||||||||||||
MetLife
|
$
|
61%
|
Collateral marks only
|
September 23, 2025
(12)
|
||||||||||||
Deutsche Bank
|
$ /
€
|
62%
(4)
|
Collateral marks only
|
Term matched
(13)
|
||||||||||||
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)
|
Specific borrowings outstanding of $914.2 million are 100% guaranteed. 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 $146.2 million related to $194.9 million of specific borrowings outstanding.
|
|
(6)
|
Includes a
one-year
extension option which may be exercised at our sole discretion.
|
|
(7)
|
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
|
(8)
|
Includes t
wo
one-year
extension options 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
four
one-year
extension options which may be exercised at our sole discretion.
|
|
(11)
|
Includes
three
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)
|
|
|||||||||||||
$
|
|
$
|
5,736,519
|
|
$
|
5,322,859
|
|
USD LIBOR
|
|
L + 1.60%
|
|
78.8%
|
||||||||||||||
€
|
|
€
|
2,204,821
|
|
€
|
2,175,406
|
|
EURIBOR
|
|
E + 1.41%
|
|
80.0%
|
||||||||||||||
£
|
|
£
|
874,118
|
|
£
|
874,118
|
|
GBP LIBOR
|
|
L + 1.98%
|
|
77.9%
|
||||||||||||||
A$
|
|
A$
|
255,270
|
|
A$
|
255,270
|
|
BBSY
|
|
BBSY + 1.90%
|
|
78.0%
|
||||||||||||||
C$
|
|
C$
|
77,264
|
|
C$
|
77,259
|
|
CDOR
|
|
CDOR + 1.80%
|
|
78.3%
|
||||||||||||||
|
|
$
|
9,465,742
|
|
$
|
9,019,652
|
|
|
|
INDEX + 1.60%
|
|
79.0%
|
||||||||||||||
|
|
|
|
(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.
|
|
March 31, 2020
|
|||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance |
|
Book Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Guarantee
(2)
|
|
Wtd. Avg.
Term
(3)
|
|
|||||||||||
Collateral assets
|
4
|
$ |
445,917
|
$ |
434,409
|
L+4.90
|
% |
n/a
|
Mar. 2023 | |||||||||||||
Financing provided
|
4
|
$ |
347,618
|
$ |
340,407
|
L+3.42
|
% | $ |
95,721
|
Mar. 2023 |
|
December 31, 2019
|
|||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance |
|
Book Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Guarantee
(2)
|
|
Wtd. Avg.
Term
(3)
|
|
|||||||||||
Collateral assets
|
4
|
$ |
429,983
|
$ |
417,820
|
L+4.90
|
% |
n/a
|
Mar. 2023 | |||||||||||||
Financing provided
|
4
|
$ |
330,879
|
$ |
323,504
|
L+3.42
|
% | $ |
97,930
|
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.
|
|
March 31, 2020
|
|||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
|
Book Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Term
(2)
|
|
|||||||||
2020 Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
34
|
$ |
1,500,000
|
$ |
1,500,000
|
L+3.22
|
% |
December 2023
|
||||||||||
Financing provided
|
1
|
1,243,125
|
1,231,186
|
L+1.47
|
% |
February 2038
|
||||||||||||
2017 Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
16
|
717,763
|
717,763
|
L+3.35
|
% |
January 2023
|
||||||||||||
Financing provided
|
1
|
535,263
|
533,857
|
L+1.82
|
% |
June 2035
|
||||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
|||||||||||||
Collateral assets
(3)
|
1
|
716,884
|
716,240
|
L+3.60
|
% |
June 2023
|
||||||||||||
Financing provided
|
1
|
474,620
|
474,597
|
L+1.63
|
% |
June 2033
|
||||||||||||
Total
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
51
|
$ |
2,934,647
|
$ |
2,934,003
|
L+3.36
|
% |
|
||||||||||
Financing provided
(4)
|
3
|
$ |
2,253,008
|
$ |
2,239,640
|
L+1.59
|
% |
|
||||||||||
|
December 31, 2019
|
|||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
|
Book Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Term
(2)
|
|
|||||||||
2017 Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
18
|
$ |
897,522
|
$ |
897,522
|
L+3.43
|
% |
September 2022
|
||||||||||
Financing provided
|
1
|
715,022
|
712,517
|
L+1.98
|
% |
June 2035
|
||||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
|||||||||||||
Collateral assets
(3)
|
1
|
711,738
|
710,260
|
L+3.60
|
% |
June 2023
|
||||||||||||
Financing provided
|
1
|
474,620
|
474,567
|
L+1.64
|
% |
June 2033
|
||||||||||||
Total
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
19
|
$ |
1,609,260
|
$ |
1,607,782
|
L+3.51
|
% |
|
||||||||||
Financing provided
(4)
|
2
|
$ |
1,189,642
|
$ |
1,187,084
|
L+1.84
|
% |
|
||||||||||
|
(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 months ended March 31, 2020 and 2019, we recorded $12.0 million and $13.5 million, respectively, of interest expense related to our securitized debt obligations.
|
Term Loan Issuance
|
|
Face Value
|
|
|
Net Book Value
(1)
|
|
|
Interest Rate
|
|
|
All-in
Cost
(2)
|
|
|
Maturity
|
|
|||||
Term Loan B
|
|
$
|
745,006
|
|
|
$
|
734,695
|
|
|
|
L+2.25
|
%
|
|
|
L+2.52
|
%
|
|
|
April 23, 2026
|
|
|
|
(1)
|
|
The net book value of our Secured Term Loan was $736.1 million as of December 31, 2019.
|
(2)
|
|
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
|
$ |
|
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 March 31, 2020.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Face value
|
$ |
622,500
|
$ |
622,500
|
||||
Unamortized discount
|
(8,047
|
) |
(8,801
|
) | ||||
Deferred financing costs
|
(571
|
) |
(628
|
) | ||||
Net book value
|
$ |
613,882
|
$ |
613,071
|
||||
|
Three Months Ended
|
|||||||
|
March 31,
|
|||||||
|
2020
|
|
2019
|
|
||||
Cash coupon
|
$ |
7,015
|
$ |
7,015
|
||||
Discount and issuance cost amortization
|
811
|
772
|
||||||
Total interest expense
|
$ |
7,826
|
$ |
7,787
|
||||
March 31, 2020
|
|
|||||||||||||||||||||||
Interest Rate Derivatives
|
|
Number of
Instruments |
|
|
|
|
|
Notional
Amount |
|
|
Strike
|
|
|
Index
|
|
|
Wtd.-Avg.
Maturity (Years) |
|
||||||
Interest Rate Swaps
|
|
|
2
|
|
|
|
|
|
|
C$
|
17,273
|
|
|
|
1.0%
|
|
|
|
CDOR
|
|
|
|
0.4
|
|
Interest Rate Caps
|
|
|
1
|
|
|
|
|
|
|
C$ |
21,387
|
|
|
|
3.0%
|
|
|
|
CDOR
|
|
|
|
0.7
|
|
December 31, 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
|
|
|
|
0.7
|
|
Interest Rate Caps
|
|
|
1
|
|
|
|
|
|
|
C$
|
21,387
|
|
|
|
3.0%
|
|
|
|
CDOR
|
|
|
|
1.0
|
|
|
Fair Value of Derivatives in an
|
Fair Value of Derivatives in a
|
||||||||||||||
|
Asset Position
(1)
as of
|
Liability Position
(2)
as of
|
||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
$ |
1
|
$ |
96
|
$ |
1
|
$ |
—
|
||||||||
Foreign exchange contracts
|
—
|
—
|
—
|
41,728
|
||||||||||||
Total
|
$ |
1
|
$ |
96
|
$ |
1
|
$ |
41,728
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||
Foreign exchange contracts
|
—
|
983
|
—
|
535
|
||||||||||||
Total
|
$ |
—
|
$ |
983
|
$ |
—
|
$ |
535
|
||||||||
Total Derivatives
|
$ |
1
|
$ |
1,079
|
$ |
1
|
$ |
42,263
|
||||||||
|
(1) | Included in other assets in our consolidated balance sheets. |
(2) | Included in other liabilities in our consolidated balance sheets. |
(1)
|
During the three months ended March 31, 2020 and 2019, we received net cash settlements of $61.7 million and paid $2.0 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 March 31, 2020 and 2019, we recorded total interest and related expenses of $104.2 million and $118.7 million, respectively, which were reduced by $28,000 and $168,000, respectively, related to income generated by our cash flow hedges.
|
|
Three Months Ended March 31,
|
|||||||
Common Stock Outstanding
(1)
|
2020
|
|
2019
|
|
||||
Beginning balance
|
135,263,728
|
123,664,577
|
||||||
Issuance of class A common stock
(2)
|
325
|
1,909,909
|
||||||
Issuance of restricted class A common stock, net
|
351,333
|
320,903
|
||||||
Issuance of deferred stock units
|
7,983
|
7,964
|
||||||
Ending balance
|
135,623,369
|
125,903,353
|
||||||
|
(1)
|
Includes deferred stock units held by members of our board of directors of 268,049 and 236,803 as of March 31, 2020 and 2019, respectively.
|
|
(2)
|
Includes 325 and 281 shares issued under our dividend reinvestment program during the three months ended March 31, 2020 and 2019, respectively.
|
|
Three Months Ended
|
|||||||
|
2020
|
|
2019
|
|
||||
Dividends declared per share of common stock
|
$ |
0.62
|
$ |
0.62
|
||||
Total dividends declared
|
$ |
83,920
|
$ |
77,913
|
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
|
2019
|
|
||||
Net (loss) income
(1)
|
$ |
(53,350
|
) | $ |
76,565
|
|||
Weighted-average shares outstanding, basic and diluted
|
135,619,264
|
124,333,048
|
||||||
Per share amount, basic and diluted
|
$ |
(0.39
|
) | $ |
0.62
|
|||
|
(1) Represents net (loss) income attributable to Blackstone Mortgage Trust.
|
|
Three Months Ended
March 31, |
|||||||
|
2020
|
|
2019
|
|
||||
Professional services
(1)
|
$ |
1,662
|
$ |
1,096
|
||||
Operating and other costs
(1)
|
1,451
|
449
|
||||||
Subtotal
|
3,113
|
1,545
|
||||||
Non-cash compensation expenses
|
|
|
||||||
Restricted class A common stock earned
|
8,553
|
7,643
|
||||||
Director stock-based compensation
|
125
|
125
|
||||||
Subtotal
|
8,678
|
7,768
|
||||||
Total general and administrative expenses
|
$ |
11,791
|
$ |
9,313
|
||||
|
(1)
During the three months ended March 31, 2020 and 2019, we recognized an aggregate $376,000 and $169,000, 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, 2019
|
1,698,582
|
$ |
34.52
|
|||||
Granted
|
351,582
|
37.19
|
||||||
Vested
|
(162,848
|
) |
33.02
|
|||||
Forfeited
|
(249
|
) |
35.83
|
|||||
Balance as of March 31, 2020
|
1,887,067
|
$ |
35.15
|
|||||
|
March 31, 2020
|
December 31, 2019
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Derivatives
|
$ |
—
|
$ |
1
|
$ |
—
|
$ |
1
|
$ |
—
|
$ |
1,079
|
$ |
—
|
$ |
1,079
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Derivatives
|
$ |
—
|
$ |
1
|
$ |
—
|
$ |
1
|
$ |
—
|
$ |
42,263
|
$ |
—
|
$ |
42,263
|
|
March 31, 2020
|
December 31, 2019
|
||||||||||||||||||||||
Book
|
|
Face
|
|
Fair
|
|
Book
|
|
Face
|
|
Fair
|
|
|||||||||||||
Value
|
|
Amount
|
|
Value
|
|
Value
|
|
Amount
|
|
Value
|
|
|||||||||||||
Financial assets
|
|
|
|
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
$ |
355,018
|
$ |
355,018
|
$ |
355,018
|
$ |
150,090
|
$ |
150,090
|
$ |
150,090
|
||||||||||||
Loans receivable, net
|
16,250,914
|
16,468,767
|
16,316,003
|
16,164,801
|
16,277,343
|
16,279,904
|
||||||||||||||||||
Debt securities
held-to-maturity
(1)
|
76,936
|
84,244
|
73,656
|
86,638
|
88,958
|
88,305
|
||||||||||||||||||
Financial liabilities
|
|
|
|
|
|
|
||||||||||||||||||
Secured debt agreements, net
|
9,335,709
|
9,367,270
|
9,367,270
|
10,054,930
|
10,083,938
|
10,083,938
|
||||||||||||||||||
Securitized debt obligations, net
|
2,239,640
|
2,253,008
|
1,993,068
|
1,187,084
|
1,189,642
|
1,189,368
|
||||||||||||||||||
Secured term loan, net
|
734,695
|
745,006
|
640,705
|
736,142
|
746,878
|
750,769
|
||||||||||||||||||
Convertible notes, net
|
613,882
|
622,500
|
490,378
|
613,071
|
622,500
|
665,900
|
|
||||||||||||||||||||||||
(1) Included in other assets on our consolidated balance sheets.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Assets:
|
|
|
|
|
|
|
||
Loans receivable
|
$ |
2,717,763
|
$ |
1,349,903
|
||||
Current expected credit loss reserve
|
(15,107
|
) |
—
|
|||||
Loans receivable, net
|
|
|
2,702,656
|
|
|
|
1,349,903
|
|
Other assets
|
6,877
|
51,788
|
||||||
Total assets
|
$ |
2,709,533
|
$ |
1,401,691
|
||||
Liabilities:
|
|
|
|
|
|
|
||
Securitized debt obligations, net
|
$ |
2,239,640
|
$ |
1,187,084
|
||||
Other liabilities
|
2,086
|
1,648
|
||||||
Total liabilities
|
$ |
2,241,726
|
$ |
1,188,732
|
||||
|
|
|
Payment Timing
|
|||||||||||||||||
|
Total
|
|
Less Than
|
|
1 to 3
|
|
3 to 5
|
|
More
|
|
||||||||||
|
Obligation
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
|
||||||||||
Principal repayments under secured debt agreements
(1)
|
$ |
9,367,270
|
$ |
172,926
|
$ |
2,803,500
|
$ |
6,145,210
|
$ |
245,634
|
||||||||||
Principal repayments of secured term loans
(2)
|
745,006
|
5,616
|
16,847
|
14,975
|
707,568
|
|||||||||||||||
Principal repayments of convertible notes
(3)
|
622,500
|
—
|
622,500
|
—
|
—
|
|||||||||||||||
Total
(4)
|
$ |
10,734,776
|
$ |
178,542
|
$ |
3,442,847
|
$ |
6,160,185
|
$ |
953,202
|
||||||||||
|
(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 principal balance due in quarterly installments. Refer to Note 7 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 8 for further details on our Convertible Notes.
|
|
(4)
|
Does not include $692.3 million of
non-consolidated
senior interests and $2.3 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
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Net (loss) income
(1)
|
$ |
(53,350
|
) | $ |
78,931
|
|||
Weighted-average shares outstanding, basic and diluted
|
135,619,264
|
134,832,323
|
||||||
Net (loss) income per share, basic and diluted
|
$ |
(0.39
|
) | $ |
0.59
|
|||
Dividends declared per share
|
$ |
0.62
|
$ |
0.62
|
||||
|
|
|
(1) | Represents net (loss) income attributable to Blackstone Mortgage Trust. |
|
Three Months Ended
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Net (loss) income
(1)
|
$ |
(53,350
|
) | $ |
78,931
|
|||
Increase in current expected credit loss reserve
|
122,702
|
—
|
||||||
Non-cash
compensation expense
|
8,678
|
7,380
|
||||||
Hedging and foreign currency income, net
(2)
|
8,467
|
4,767
|
||||||
Other items
|
596
|
68
|
||||||
Increase attributable to non-controlling interests
|
(561
|
) |
—
|
|||||
Core Earnings
|
$ |
86,532
|
$ |
91,146
|
||||
Weighted-average shares outstanding, basic and diluted
|
135,619,264
|
134,832,323
|
||||||
Core Earnings per share, basic and diluted
|
$ |
0.64
|
$ |
0.68
|
||||
|
|
|
(1)
|
Represents net (loss) 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.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Stockholders’ equity
|
$ |
3,650,920
|
$ |
3,762,583
|
||||
Shares
|
|
|
||||||
Class A common stock
|
135,355,320
|
135,003,662
|
||||||
Deferred stock units
|
268,049
|
260,066
|
||||||
Total outstanding
|
135,623,369
|
135,263,728
|
||||||
Book value per share
|
$ |
26.92
|
$ |
27.82
|
||||
|
Three Months Ended
|
|
Three Months Ended
|
|
||||
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Loan originations
(1)
|
$ |
1,299,939
|
$ |
3,005,921
|
||||
Loan fundings
(2)
|
$ |
1,000,344
|
$ |
3,596,836
|
||||
Loan repayments
|
(567,352
|
) |
(2,234,719
|
) | ||||
Total net fundings
|
$ |
432,992
|
$ |
1,362,117
|
||||
|
|
|
(1)
|
Includes new loan originations and additional commitments made under existing loans.
|
|||
(2)
|
Loan fundings during the three months ended March 31, 2020 and December 31, 2019 include $29.0 million and $26.1 million, respectively, of additional fundings under related
non-consolidated
senior interests.
|
|
|
|
Total Investment Exposure
|
|||||||||||||||||||||
|
Balance Sheet
Portfolio
(1)
|
|
Loan
Exposure
(1)(2)
|
|
Other
Investments
(3)
|
|
|
|
|
|
Total Investment
Portfolio
|
|
||||||||||||
Number of investments
|
132
|
132
|
1
|
|
|
133
|
||||||||||||||||||
Principal balance
|
$ |
16,468,767
|
$ |
17,161,035
|
$ |
880,730
|
|
|
$ |
18,041,765
|
||||||||||||||
Net book value
|
$ |
16,250,914
|
$ |
16,250,914
|
$ |
76,936
|
|
|
$ |
16,327,850
|
||||||||||||||
Unfunded loan commitments
(4)
|
$ |
3,905,323
|
$ |
4,905,459
|
$ |
—
|
|
|
$ |
4,905,459
|
||||||||||||||
Weighted-average cash coupon
(5)
|
L + 3.16
|
% |
L + 3.22
|
% |
L + 2.75
|
% |
|
|
L + 3.19
|
% | ||||||||||||||
Weighted-average
all-in
yield
(5)
|
L + 3.51
|
% |
L + 3.56
|
% |
L + 3.03
|
% |
|
|
L + 3.54
|
% | ||||||||||||||
Weighted-average maximum maturity (years)
(6)
|
3.7
|
3.7
|
5.2
|
|
|
3.8
|
||||||||||||||||||
Loan to value (LTV)
(7)
|
64.4
|
% |
64.5
|
% |
42.6
|
% |
|
|
63.4
|
% | ||||||||||||||
|
|
(1)
|
Excludes investment exposure to the $84.2 million subordinate risk retention interest we own in the $880.7 million 2018 Single Asset Securitization. Refer to Notes 4 and 15 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 $692.3 million of such
non-consolidated
senior interests that are not included in our balance sheet portfolio.
|
|
(3)
|
Includes investment exposure to the $880.7 million 2018 Single Asset Securitization. We do not consolidate the 2018 Single Asset Securitization on our consolidated financial statements, and instead reflect our $84.2 million subordinate risk retention investment as a component of other assets on our consolidated balance sheet. Refer to Notes 4 and 15 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 as a spread over the relevant floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as applicable to each loan. As of March 31, 2020, 97% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $11.4 billion of such loans earned interest based on floors that are above the applicable index. The other 3% of our loans earned a fixed rate of interest, which we reflect as a spread over the relevant floating benchmark rates, as of March 31, 2020, for purposes of the weighted-averages. 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.
|
|
(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 March 31, 2020, 56% of our loans and other investments were subject to yield maintenance or other prepayment restrictions and 44% 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
|
|
Cash Coupon
(1)
|
|
All-in
Yield
(1)
|
||||||||||||
106
|
|
$
|
|
$ |
12,537,017
|
|
USD LIBOR
|
|
L + 3.13%
|
|
L + 3.49%
|
|||||||||||||
8
|
|
€
|
|
€
|
2,790,508
|
|
EURIBOR
|
|
E + 2.89%
|
|
E + 3.22%
|
|||||||||||||
13
|
|
£
|
|
£ |
1,637,449
|
|
GBP LIBOR
|
|
L + 3.90%
|
|
L + 4.19%
|
|||||||||||||
3
|
|
A$
|
|
A$ |
522,776
|
|
BBSY
|
|
BBSY + 4.01%
|
|
BBSY + 4.22%
|
|||||||||||||
3
|
|
C$
|
|
C$ |
101,687
|
|
CDOR
|
|
CDOR + 3.64%
|
|
CDOR + 3.97%
|
|||||||||||||
133
|
|
|
|
$ |
18,041,765
|
|
|
|
INDEX + 3.19%
|
|
INDEX + 3.54%
|
|||||||||||||
|
|
|
|
|
(1) |
The cash coupon and
all-in
yield of our fixed rate loans are reflected as a spread over USD LIBOR for purposes of the weighted-averages. 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.
|
|
March 31, 2020
|
|||||||||||
Risk
Rating
|
Number
of Loans
|
|
Net Book
Value |
|
Total Loan
Exposure
(1)(2)
|
|
||||||
1
|
5
|
$ |
353,112
|
$ |
354,879
|
|||||||
2
|
26
|
3,095,443
|
3,115,300
|
|||||||||
3
|
85
|
9,659,154
|
10,416,291
|
|||||||||
4
|
16
|
3,255,899
|
3,274,565
|
|||||||||
5
|
—
|
—
|
—
|
|||||||||
Loans receivable
|
132
|
$ |
16,363,608
|
$ |
17,161,035
|
|||||||
CECL reserve
|
|
(112,694
|
) |
|
||||||||
Loans receivable, net
|
|
$ |
16,250,914
|
|
||||||||
|
|
|
|
(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 $692.3 million of such
non-consolidated
senior interests as of March 31, 2020.
|
|
(2)
|
Excludes investment exposure to the $880.7 million 2018 Single Asset Securitization. Refer to Notes 4 and 15 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
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Secured credit facilities
|
$ |
9,019,652
|
$ |
9,753,059
|
||||
Asset-specific financings
|
347,618
|
330,879
|
||||||
Revolving credit agreement
|
—
|
—
|
||||||
Non-consolidated
senior interests
(1)
|
692,268
|
688,521
|
||||||
Securitized debt obligations
|
2,253,008
|
1,189,642
|
||||||
Total portfolio financing
|
$ |
12,312,546
|
$ |
11,962,101
|
||||
|
|
|
(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.
|
|
March 31, 2020
|
|||||||||||||||||
|
Credit Facility Borrowings
|
|
Collateral
|
|
||||||||||||||
Lender
|
Potential
(1)
|
|
Outstanding
|
|
Available
(1)
|
|
|
Assets
(2)
|
|
|||||||||
Deutsche Bank
|
$ |
1,958,510
|
$ |
1,870,556
|
$ |
87,954
|
|
$ |
2,494,270
|
|||||||||
Barclays
|
1,618,795
|
1,529,553
|
89,242
|
|
2,023,495
|
|||||||||||||
Wells Fargo
|
1,492,906
|
1,464,938
|
27,968
|
|
1,928,798
|
|||||||||||||
Citibank
|
919,790
|
875,416
|
44,374
|
|
1,178,568
|
|||||||||||||
Goldman Sachs
|
555,612
|
555,612
|
—
|
|
727,728
|
|||||||||||||
Bank of America
|
538,473
|
443,473
|
95,000
|
|
749,127
|
|||||||||||||
Morgan Stanley
|
493,208
|
438,202
|
55,006
|
|
670,544
|
|||||||||||||
MetLife
|
434,131
|
434,131
|
—
|
|
545,573
|
|||||||||||||
JP Morgan
|
401,865
|
357,639
|
44,226
|
|
509,766
|
|||||||||||||
US Bank - Multi. JV
(3)
|
281,872
|
279,552
|
2,320
|
|
352,340
|
|||||||||||||
Goldman Sachs - Multi. JV
(3)
|
240,263
|
240,263
|
—
|
|
306,367
|
|||||||||||||
Société Générale
|
236,698
|
236,698
|
—
|
|
300,386
|
|||||||||||||
Santander
|
235,447
|
235,447
|
—
|
|
298,865
|
|||||||||||||
Bank of America - Multi. JV
(3)
|
58,172
|
58,172
|
—
|
|
72,715
|
|||||||||||||
|
$ 9,465,742
|
$ 9,019,652
|
$ 446,090
|
|
$ 12,158,542
|
|||||||||||||
|
(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.
|
|
March 31, 2020
|
|||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance
|
|
Book
Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Guarantee
(2)
|
|
Wtd. Avg.
Term
(3)
|
|
|||||||||||
Collateral assets
|
4
|
$ |
445,917
|
$ |
434,409
|
L+4.90
|
% |
n/a
|
Mar. 2023
|
|||||||||||||
Financing provided
|
4
|
$ |
347,618
|
$ |
340,407
|
L+3.42
|
% | $ |
95,721
|
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
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.
|
|
March 31, 2020
|
|||||||||||||||||||||
Non-Consolidated
Senior Interests
|
Count
|
Principal
Balance
|
|
Book
Value
|
|
Wtd. Avg.
Yield/Cost
(1)
|
|
Guarantee
|
|
Wtd. Avg.
Term
|
|
|||||||||||
Total loan
|
5
|
$ |
860,746
|
n/a
|
5.80
|
% |
n/a
|
Dec. 2023
|
||||||||||||||
Senior participation
|
5
|
692,268
|
n/a
|
4.41
|
% |
n/a
|
Dec. 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.
|
|
March 31, 2020
|
|||||||||||||||||
|
|
Principal
|
|
Book
|
|
Wtd. Avg.
|
|
|
|
|||||||||
Securitized Debt Obligations
|
Count
|
Balance
|
|
Value
|
|
Yield/Cost
(1)
|
|
Term
(2)
|
|
|||||||||
2020 Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
34
|
$ |
1,500,000
|
$ |
1,500,000
|
L+3.22
|
% |
December 2023
|
||||||||||
Financing provided
|
1
|
1,243,125
|
1,231,186
|
L+1.47
|
% |
February 2038
|
||||||||||||
2017 Collateralized Loan Obligation
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
16
|
717,763
|
717,763
|
L+3.35
|
% |
January 2023
|
||||||||||||
Financing provided
|
1
|
535,263
|
533,857
|
L+1.82
|
% |
June 2035
|
||||||||||||
2017 Single Asset Securitization
|
|
|
|
|
|
|||||||||||||
Collateral assets
(3)
|
1
|
716,884
|
716,240
|
L+3.60
|
% |
June 2023
|
||||||||||||
Financing provided
|
1
|
474,620
|
474,597
|
L+1.63
|
% |
June 2033
|
||||||||||||
Total
|
|
|
|
|
|
|||||||||||||
Collateral assets
|
51
|
$ |
2,934,647
|
$ |
2,934,003
|
L+3.36
|
% |
|
||||||||||
Financing provided
(4)
|
3
|
$ |
2,253,008
|
$ |
2,239,640
|
L+1.59
|
% |
|
||||||||||
|
||
(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 months ended March 31, 2020, we recorded $12.0 million of interest expense related to our securitized debt obligations.
|
Term Loan Issuance
|
Face Value
|
|
Interest Rate
|
|
All-in
Cost
(1)
|
|
Maturity
|
|
||||||||
Term Loan B
|
$ |
745,006
|
L+2.25
|
% |
L+2.52
|
% |
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)
|
$ |
11,656,287
|
€
|
2,790,508
|
£ |
1,268,072
|
A$ |
522,776
|
C$ |
54,738
|
||||||||||
Floating rate debt
(1)(2)(3)
|
(8,904,263
|
) |
(2,175,406
|
) |
(874,118
|
) |
(388,102
|
) |
(59,986
|
) | ||||||||||
Net floating rate exposure
(4)
|
$ |
2,752,024
|
€
|
615,102
|
£ |
393,954
|
A$ |
134,674
|
C$ |
(5,248
|
) | |||||||||
|
||
(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 ($12.3 million as of March 31, 2020) that are used to hedge a portion of our fixed rate debt.
|
|
(4)
|
In addition, we have one interest rate cap of C$21.4 million ($15.2 million as of March 31, 2020) to limit our exposure to increases in interest rates.
|
|
Three Months Ended
|
2020 vs.
|
|
|||||||||
|
March 31,
|
2019
|
|
|||||||||
|
2020
|
|
2019
|
|
$
|
|
||||||
Income from loans and other investments
|
|
|
|
|
|
|
|
|
|
|||
Interest and related income
|
$ |
204,875
|
$ |
224,759
|
$ |
(19,884
|
) | |||||
Less: Interest and related expenses
|
104,239
|
118,688
|
(14,449
|
) | ||||||||
Income from loans and other investments, net
|
100,636
|
106,071
|
(5,435
|
) | ||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|||
Management and incentive fees
|
19,277
|
19,790
|
(513
|
) | ||||||||
General and administrative expenses
|
11,791
|
9,313
|
2,478
|
|||||||||
Total other expenses
|
31,068
|
29,103
|
1,965
|
|||||||||
Increase in current expected credit loss reserve
|
(122,702
|
) |
—
|
(122,702
|
) | |||||||
(Loss) income before income taxes
|
(53,134
|
) |
76,968
|
(130,102
|
) | |||||||
Income tax provision
|
149
|
101
|
48
|
|||||||||
Net (loss) income
|
(53,283
|
) |
76,867
|
(130,150
|
) | |||||||
Net income attributable to
non-controlling
interests
|
(67
|
) |
(302
|
) |
235
|
|||||||
Net (loss) income attributable to Blackstone Mortgage Trust, Inc.
|
$ |
(53,350
|
) | $ |
76,565
|
$ |
(129,915
|
) | ||||
Net (loss) income per share - basic and diluted
|
$ |
(0.39
|
) | $ |
0.62
|
$ |
(1.01
|
) | ||||
Dividends declared per share
|
$ |
0.62
|
$ |
0.62
|
$ |
—
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Debt-to-equity
ratio
(1)
|
2.8x
|
3.0x
|
||||||
Total leverage ratio
(2)
|
3.9x
|
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.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
||||
Cash and cash equivalents
|
$ |
355,018
|
$ |
150,090
|
||||
Available borrowings under secured debt agreements
|
480,273
|
598,840
|
||||||
Loan principal payments held by servicer, net
(1)
|
656
|
1,965
|
||||||
|
$ |
835,947
|
$ |
750,895
|
||||
|
(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)
|
$ |
3,905,323
|
$ |
162,077
|
$ |
615,039
|
$ |
2,056,230
|
$ |
1,071,977
|
||||||||||
Principal repayments under secured debt agreements
(2)
|
9,367,270
|
172,926
|
2,803,500
|
6,145,210
|
245,634
|
|||||||||||||||
Principal repayments of secured term loans
(3)
|
745,006
|
5,616
|
16,847
|
14,975
|
707,568
|
|||||||||||||||
Principal repayments of convertible notes
(4)
|
622,500
|
—
|
622,500
|
—
|
—
|
|||||||||||||||
Interest payments
(2)(5)
|
992,963
|
298,542
|
477,169
|
189,839
|
27,413
|
|||||||||||||||
Total
(6)
|
$ |
15,633,062
|
$ |
639,161
|
$ |
4,535,055
|
$ |
8,406,254
|
$ |
2,052,592
|
||||||||||
|
(1)
|
The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final loan maturity date, however we may be obligated to fund these commitments earlier than such 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 principal balance due in quarterly installments. Refer to Note 7 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 8 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 interest rates in effect as of March 31, 2020 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 $692.3 million of
non-consolidated
senior interests and $2.3 billion of securitized debt obligations, as the satisfaction of these liabilities will not require cash outlays from us.
|
|
Three Months Ended March 31,
|
|||||||
|
2020
|
|
2019
|
|
||||
Cash flows provided by operating activities
|
$ |
68,617
|
$ |
77,572
|
||||
Cash flows used in investing activities
|
(249,266
|
) |
(333,446
|
) | ||||
Cash flows provided by financing activities
|
389,077
|
229,678
|
||||||
Net increase (decrease) in cash and cash equivalents
|
$ |
208,428
|
$ |
(26,196
|
) | |||
|
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
|
8/14/2019
|
$ |
1,309.0
|
$ |
1,309.0
|
$ |
1,298.1
|
L + 2.50%
|
L + 2.85%
|
12/23/2024
|
Dublin - IE
|
Office
|
$451 / sqft
|
74%
|
3
|
||||||||||||||||||||||
2
|
Senior loan
|
3/22/2018
|
962.2
|
962.2
|
958.6
|
L + 3.15%
|
L + 3.37%
|
3/15/2023
|
Diversified - Spain
|
Mixed-Use
|
n/a
|
71%
|
4
|
|||||||||||||||||||||||||
3
|
Senior loan
|
5/11/2017
|
752.6
|
716.9
|
716.2
|
L + 3.40%
|
L + 3.60%
|
6/10/2023
|
Washington DC
|
Office
|
$351 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
4
|
Senior loan
|
11/25/2019
|
724.2
|
615.6
|
615.0
|
L + 2.30%
|
L + 2.75%
|
12/9/2024
|
New York
|
Office
|
$882 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
5
|
Senior loan
(4)
|
8/6/2015
|
458.8
|
458.8
|
83.5
|
5.75%
|
5.77%
|
10/29/2022
|
Diversified - EUR
|
Other
|
n/a
|
71%
|
3
|
|||||||||||||||||||||||||
6
|
Senior loan
|
4/11/2018
|
355.0
|
344.5
|
344.5
|
L + 2.85%
|
L + 3.02%
|
5/1/2023
|
New York
|
Office
|
$437 / sqft
|
71%
|
2
|
|||||||||||||||||||||||||
7
|
Senior loan
|
8/22/2018
|
362.5
|
340.8
|
339.2
|
L + 3.15%
|
L + 3.49%
|
8/9/2023
|
Maui
|
Hospitality
|
$442,661 / key
|
61%
|
4
|
|||||||||||||||||||||||||
8
|
Senior loan
|
10/23/2018
|
352.4
|
337.9
|
336.9
|
L + 3.40%
|
L + 3.72%
|
10/23/2021
|
New York
|
Mixed-Use
|
$572 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
9
|
Senior loan
|
1/11/2019
|
298.2
|
298.2
|
294.7
|
L + 4.35%
|
L + 4.70%
|
1/11/2026
|
Diversified - UK
|
Other
|
$295 / sqft
|
66%
|
4
|
|||||||||||||||||||||||||
10
|
Senior loan
|
11/30/2018
|
292.9
|
279.8
|
278.1
|
L + 2.85%
|
L + 3.20%
|
12/9/2023
|
New York
|
Hospitality
|
$299,941 / key
|
73%
|
4
|
|||||||||||||||||||||||||
11
|
Senior loan
|
2/27/2020
|
300.0
|
266.9
|
264.2
|
L + 2.70%
|
L + 3.03%
|
3/9/2025
|
New York
|
Mixed-Use
|
$837 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
12
|
Senior loan
|
12/11/2018
|
310.0
|
249.3
|
247.3
|
L + 2.55%
|
L + 2.96%
|
12/9/2023
|
Chicago
|
Office
|
$210 / sqft
|
78%
|
3
|
|||||||||||||||||||||||||
13
|
Senior loan
|
7/31/2018
|
284.5
|
248.0
|
246.4
|
L + 3.10%
|
L + 3.54%
|
8/9/2022
|
San Francisco
|
Office
|
$622 / sqft
|
50%
|
2
|
|||||||||||||||||||||||||
14
|
Senior loan
|
11/30/2018
|
253.9
|
247.7
|
246.2
|
L + 2.80%
|
L + 3.17%
|
12/9/2023
|
San Francisco
|
Hospitality
|
$363,659 / key
|
73%
|
4
|
|||||||||||||||||||||||||
15
|
Senior loan
|
5/9/2018
|
242.9
|
232.9
|
232.4
|
L + 2.60%
|
L + 3.03%
|
5/9/2023
|
New York
|
Industrial
|
$66 / sqft
|
70%
|
2
|
|||||||||||||||||||||||||
16
|
Senior loan
|
9/23/2019
|
275.8
|
226.7
|
224.2
|
L + 3.00%
|
L + 3.22%
|
11/15/2024
|
Diversified - Spain
|
Hospitality
|
$121,063 / key
|
62%
|
4
|
|||||||||||||||||||||||||
17
|
Senior loan
|
4/17/2018
|
225.0
|
219.1
|
219.1
|
L + 3.25%
|
L + 3.84%
|
5/9/2023
|
New York
|
Office
|
$204 / sqft
|
45%
|
2
|
|||||||||||||||||||||||||
18
|
Senior loan
|
10/23/2018
|
278.4
|
214.1
|
212.7
|
L + 2.65%
|
L + 2.87%
|
11/9/2024
|
Atlanta
|
Office
|
$199 / sqft
|
64%
|
2
|
|||||||||||||||||||||||||
19
|
Senior loan
|
7/20/2017
|
250.0
|
213.7
|
212.8
|
L + 4.80%
|
L + 5.71%
|
8/9/2022
|
San Francisco
|
Office
|
$355 / sqft
|
58%
|
2
|
|||||||||||||||||||||||||
20
|
Senior loan
|
6/23/2015
|
210.5
|
210.5
|
210.4
|
L + 3.65%
|
L + 3.78%
|
5/8/2022
|
Washington DC
|
Office
|
$236 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
21
|
Senior loan
|
9/30/2019
|
304.9
|
206.1
|
206.3
|
L + 3.66%
|
L + 3.75%
|
9/9/2024
|
Chicago
|
Office
|
$179 / sqft
|
58%
|
3
|
|||||||||||||||||||||||||
22
|
Senior loan
|
12/12/2019
|
260.5
|
196.8
|
195.7
|
L + 2.40%
|
L + 2.68%
|
12/9/2024
|
New York
|
Office
|
$94 / sqft
|
42%
|
1
|
|||||||||||||||||||||||||
23
|
Senior loan
|
8/31/2017
|
203.0
|
193.1
|
192.6
|
L + 2.50%
|
L + 2.75%
|
9/9/2023
|
Orange County
|
Office
|
$225 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
24
|
Senior loan
|
6/4/2018
|
190.0
|
190.0
|
189.3
|
L + 3.50%
|
L + 3.86%
|
6/9/2024
|
New York
|
Hospitality
|
$313,015 / key
|
52%
|
4
|
|||||||||||||||||||||||||
25
|
Senior loan
|
12/22/2016
|
204.5
|
188.6
|
188.5
|
L + 2.90%
|
L + 2.98%
|
12/9/2022
|
New York
|
Office
|
$265 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
26
|
Senior loan
|
6/27/2019
|
211.5
|
185.5
|
183.8
|
L + 2.80%
|
L + 3.16%
|
8/15/2026
|
Berlin - DEU
|
Office
|
$398 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
27
|
Senior loan
|
4/9/2018
|
1,486.5
|
185.0
|
173.1
|
L + 8.50%
|
L + 10.64%
|
6/9/2025
|
New York
|
Office
|
$525 / sqft
|
48%
|
2
|
|||||||||||||||||||||||||
28
|
Senior loan
(4)
|
8/7/2019
|
745.8
|
201.2
|
37.9
|
L + 3.12%
|
L + 3.49%
|
9/9/2025
|
Los Angeles
|
Office
|
$228 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
29
|
Senior loan
|
9/25/2019
|
182.8
|
182.8
|
181.4
|
L + 4.35%
|
L + 4.93%
|
9/26/2023
|
London - UK
|
Office
|
$833 / sqft
|
72%
|
3
|
|||||||||||||||||||||||||
30
|
Senior loan
|
11/5/2019
|
213.6
|
180.6
|
178.6
|
L + 3.85%
|
L + 4.45%
|
2/21/2025
|
Diversified - IT
|
Industrial
|
$357 / sqft
|
66%
|
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
|
11/23/2018
|
184.7
|
180.2
|
178.7
|
L + 2.62%
|
L + 2.87%
|
2/15/2024
|
Diversified - UK
|
Office
|
$1,093 / sqft
|
50%
|
3
|
|||||||||||||||||||||||||
32
|
Senior loan
|
4/3/2018
|
178.6
|
177.1
|
176.6
|
L + 2.75%
|
L + 3.08%
|
4/9/2024
|
Dallas
|
Mixed-Use
|
$502 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
33
|
Senior loan
|
9/26/2019
|
175.0
|
175.0
|
174.1
|
L + 3.10%
|
L + 3.54%
|
1/9/2023
|
New York
|
Office
|
$256 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
34
|
Senior loan
|
12/21/2017
|
197.5
|
157.6
|
157.1
|
L + 2.65%
|
L + 3.06%
|
1/9/2023
|
Atlanta
|
Office
|
$118 / sqft
|
51%
|
2
|
|||||||||||||||||||||||||
35
|
Senior loan
|
9/4/2018
|
172.7
|
155.8
|
154.9
|
L + 3.00%
|
L + 3.39%
|
9/9/2023
|
Las Vegas
|
Hospitality
|
$188,647 / key
|
70%
|
4
|
|||||||||||||||||||||||||
36
|
Senior loan
|
9/14/2018
|
154.6
|
154.6
|
153.8
|
L + 3.50%
|
L + 3.85%
|
9/14/2023
|
Canberra - AU
|
Mixed-Use
|
$401 / sqft
|
68%
|
3
|
|||||||||||||||||||||||||
37
|
Senior loan
|
8/23/2017
|
165.0
|
152.5
|
152.2
|
L + 3.25%
|
L + 3.58%
|
10/9/2022
|
Los Angeles
|
Office
|
$309 / sqft
|
74%
|
2
|
|||||||||||||||||||||||||
38
|
Senior loan
|
12/6/2019
|
142.8
|
142.8
|
141.6
|
L + 2.80%
|
L + 3.31%
|
12/5/2024
|
London - UK
|
Office
|
$946 / sqft
|
75%
|
3
|
|||||||||||||||||||||||||
39
|
Senior loan
|
12/20/2019
|
139.5
|
139.5
|
138.2
|
L + 3.10%
|
L + 3.32%
|
12/18/2026
|
London - UK
|
Office
|
$694 / sqft
|
75%
|
3
|
|||||||||||||||||||||||||
40
|
Senior loan
|
5/11/2017
|
135.9
|
135.1
|
135.0
|
L + 3.40%
|
L + 3.91%
|
6/10/2023
|
Washington DC
|
Office
|
$310 / sqft
|
38%
|
2
|
|||||||||||||||||||||||||
41
|
Senior loan
|
11/14/2017
|
133.0
|
133.0
|
132.7
|
L + 2.75%
|
L + 3.00%
|
6/9/2023
|
Los Angeles
|
Hospitality
|
$532,000 / key
|
56%
|
3
|
|||||||||||||||||||||||||
42
|
Senior loan
|
1/17/2020
|
203.0
|
130.3
|
128.8
|
L + 2.75%
|
L + 3.07%
|
2/9/2025
|
New York
|
Mixed-Use
|
$108 / sqft
|
43%
|
3
|
|||||||||||||||||||||||||
43
|
Senior loan
|
9/5/2019
|
198.5
|
126.3
|
124.4
|
L + 2.75%
|
L + 3.17%
|
9/9/2024
|
New York
|
Office
|
$788 / sqft
|
62%
|
3
|
|||||||||||||||||||||||||
44
|
Senior loan
(4)
|
11/22/2019
|
470.0
|
131.4
|
25.4
|
L + 3.70%
|
L + 4.22%
|
12/9/2025
|
Los Angeles
|
Office
|
$222 / sqft
|
69%
|
3
|
|||||||||||||||||||||||||
45
|
Senior loan
|
12/14/2018
|
135.6
|
122.1
|
121.6
|
L + 2.90%
|
L + 3.27%
|
1/9/2024
|
Diversified - US
|
Industrial
|
$49 / sqft
|
57%
|
3
|
|||||||||||||||||||||||||
46
|
Senior loan
|
11/27/2019
|
146.3
|
121.0
|
119.7
|
L + 2.75%
|
L + 3.13%
|
12/9/2024
|
Minneapolis
|
Office
|
$121 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
47
|
Senior loan
|
11/16/2018
|
211.9
|
119.0
|
117.3
|
L + 4.10%
|
L + 4.67%
|
12/9/2023
|
Fort Lauderdale
|
Mixed-Use
|
$335 / sqft
|
59%
|
3
|
|||||||||||||||||||||||||
48
|
Senior loan
|
6/28/2019
|
125.0
|
117.2
|
116.7
|
L + 2.75%
|
L + 2.91%
|
2/1/2024
|
Los Angeles
|
Office
|
$591 / sqft
|
48%
|
3
|
|||||||||||||||||||||||||
49
|
Senior loan
|
3/10/2020
|
140.0
|
114.4
|
114.0
|
L + 2.50%
|
L + 2.67%
|
1/9/2025
|
New York
|
Mixed-Use
|
$74 / sqft
|
53%
|
3
|
|||||||||||||||||||||||||
50
|
Senior loan
|
9/20/2018
|
113.2
|
113.2
|
113.0
|
L + 4.00%
|
L + 4.06%
|
8/16/2023
|
Diversified - AU
|
Other
|
$776 / sqft
|
53%
|
3
|
|||||||||||||||||||||||||
51
|
Senior loan
|
4/30/2018
|
159.2
|
112.8
|
111.7
|
L + 3.25%
|
L + 3.51%
|
4/30/2023
|
London - UK
|
Office
|
$507 / sqft
|
60%
|
3
|
|||||||||||||||||||||||||
52
|
Senior loan
|
7/15/2019
|
144.6
|
112.5
|
111.5
|
L + 2.90%
|
L + 3.25%
|
8/9/2024
|
Houston
|
Office
|
$204 / sqft
|
58%
|
3
|
|||||||||||||||||||||||||
53
|
Senior loan
|
6/28/2019
|
181.3
|
112.2
|
110.4
|
L + 3.70%
|
L + 4.33%
|
6/27/2024
|
London - UK
|
Office
|
$366 / sqft
|
71%
|
3
|
|||||||||||||||||||||||||
54
|
Senior loan
|
3/21/2018
|
113.2
|
108.3
|
107.9
|
L + 3.10%
|
L + 3.36%
|
3/21/2024
|
Jacksonville
|
Office
|
$108 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
55
|
Senior loan
|
10/16/2018
|
113.7
|
104.7
|
104.2
|
L + 3.25%
|
L + 3.57%
|
11/9/2023
|
San Francisco
|
Hospitality
|
$228,212 / key
|
72%
|
4
|
|||||||||||||||||||||||||
56
|
Senior loan
|
10/17/2016
|
104.4
|
104.4
|
104.4
|
L + 3.95%
|
L + 3.96%
|
10/21/2021
|
Diversified - UK
|
Self-Storage
|
$143 / sqft
|
73%
|
3
|
|||||||||||||||||||||||||
57
|
Senior loan
|
12/21/2018
|
123.1
|
104.0
|
103.2
|
L + 2.60%
|
L + 3.00%
|
2/13/2023
|
Chicago
|
Office
|
$203 / key
|
72%
|
2
|
|||||||||||||||||||||||||
58
|
Senior loan
|
3/13/2018
|
123.0
|
103.6
|
103.0
|
L + 3.00%
|
L + 3.27%
|
4/9/2025
|
Honolulu
|
Hospitality
|
$160,580 / key
|
50%
|
3
|
|||||||||||||||||||||||||
59
|
Senior loan
|
12/19/2018
|
106.7
|
103.0
|
102.8
|
L + 2.60%
|
L + 2.94%
|
12/9/2022
|
Chicago
|
Multi
|
$556,723 / unit
|
66%
|
2
|
|||||||||||||||||||||||||
60
|
Senior loan
|
4/25/2019
|
210.0
|
101.1
|
100.1
|
L + 3.50%
|
L + 3.76%
|
9/1/2025
|
Los Angeles
|
Office
|
$439 / sqft
|
73%
|
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
|
5/16/2014
|
100.0
|
100.0
|
99.9
|
L + 3.85%
|
L + 4.11%
|
4/9/2022
|
Miami
|
Office
|
$215 / sqft
|
67%
|
3
|
|||||||||||||||||||||||||
62
|
Senior loan
|
3/31/2020
|
117.6
|
96.0
|
94.8
|
L + 2.40%
|
L + 2.78%
|
3/31/2025
|
Diversified - NL
|
Multi
|
$117,174 / unit
|
65%
|
3
|
|||||||||||||||||||||||||
63
|
Senior loan
|
11/30/2018
|
151.1
|
95.0
|
94.2
|
L + 2.55%
|
L + 2.80%
|
12/9/2024
|
Washington DC
|
Office
|
$271 / sqft
|
60%
|
3
|
|||||||||||||||||||||||||
64
|
Senior loan
|
12/23/2019
|
109.7
|
93.2
|
92.3
|
L + 2.70%
|
L + 3.03%
|
1/9/2025
|
Miami
|
Multi
|
$322,491 / unit
|
68%
|
3
|
|||||||||||||||||||||||||
65
|
Senior loan
|
4/12/2018
|
103.1
|
90.7
|
90.4
|
L + 2.75%
|
L + 3.06%
|
5/9/2023
|
San Francisco
|
Office
|
$237 / sqft
|
72%
|
2
|
|||||||||||||||||||||||||
66
|
Senior loan
|
3/28/2019
|
98.4
|
90.4
|
90.2
|
L + 3.25%
|
L + 3.40%
|
1/9/2024
|
New York
|
Hospitality
|
$233,706 / key
|
63%
|
4
|
|||||||||||||||||||||||||
67
|
Senior loan
|
6/1/2018
|
125.4
|
90.3
|
89.5
|
L + 3.40%
|
L + 3.75%
|
5/28/2023
|
London - UK
|
Office
|
$612 / sqft
|
70%
|
1
|
|||||||||||||||||||||||||
68
|
Senior loan
|
2/18/2015
|
87.7
|
87.7
|
87.6
|
L + 3.75%
|
L + 4.21%
|
4/9/2020
|
Diversified - CA
|
Office
|
$181 / sqft
|
71%
|
3
|
|||||||||||||||||||||||||
69
|
Senior loan
|
12/10/2018
|
110.3
|
86.9
|
86.0
|
L + 2.95%
|
L + 3.34%
|
12/3/2024
|
London - UK
|
Office
|
$415 / sqft
|
72%
|
3
|
|||||||||||||||||||||||||
70
|
Senior loan
|
8/18/2017
|
85.8
|
85.8
|
85.6
|
L + 4.10%
|
L + 4.80%
|
8/18/2022
|
Brussels - BE
|
Office
|
$133 / sqft
|
59%
|
2
|
|||||||||||||||||||||||||
71
|
Senior loan
|
3/31/2017
|
96.9
|
85.1
|
85.2
|
L + 4.30%
|
L + 4.70%
|
4/9/2022
|
New York
|
Office
|
$418 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
72
|
Senior loan
|
11/22/2019
|
85.0
|
85.0
|
84.6
|
L + 2.99%
|
L + 3.27%
|
12/1/2024
|
San Jose
|
Multi
|
$317,164 / unit
|
62%
|
3
|
|||||||||||||||||||||||||
73
|
Senior loan
|
6/18/2019
|
90.0
|
85.0
|
84.3
|
L + 3.15%
|
L + 3.52%
|
7/9/2024
|
Napa Valley
|
Hospitality
|
$890,052 / key
|
74%
|
4
|
|||||||||||||||||||||||||
74
|
Senior loan
|
6/29/2016
|
83.4
|
79.7
|
79.7
|
L + 2.80%
|
L + 3.28%
|
7/9/2021
|
Miami
|
Office
|
$307 / sqft
|
64%
|
2
|
|||||||||||||||||||||||||
75
|
Senior loan
|
2/20/2019
|
126.1
|
72.9
|
71.6
|
L + 3.25%
|
L + 3.89%
|
2/19/2024
|
London - UK
|
Office
|
$358 / sqft
|
61%
|
3
|
|||||||||||||||||||||||||
76
|
Senior loan
|
10/17/2018
|
80.4
|
71.4
|
71.2
|
L + 2.60%
|
L + 3.03%
|
11/9/2023
|
San Francisco
|
Office
|
$445 / sqft
|
68%
|
3
|
|||||||||||||||||||||||||
77
|
Senior loan
|
7/26/2018
|
84.1
|
71.1
|
71.0
|
L + 2.75%
|
L + 2.85%
|
7/1/2024
|
Columbus
|
Multi
|
$66,984 / unit
|
69%
|
3
|
|||||||||||||||||||||||||
78
|
Senior loan
|
6/27/2019
|
84.0
|
70.0
|
69.6
|
L + 2.50%
|
L + 2.77%
|
7/9/2024
|
West Palm Beach
|
Office
|
$481 / sqft
|
70%
|
3
|
|||||||||||||||||||||||||
79
|
Senior loan
|
1/30/2020
|
104.4
|
66.7
|
65.8
|
L + 2.85%
|
L + 3.22%
|
2/9/2026
|
Honolulu
|
Hospitality
|
$214,341 / key
|
63%
|
4
|
|||||||||||||||||||||||||
80
|
Senior loan
|
4/5/2018
|
85.3
|
65.9
|
65.6
|
L + 3.10%
|
L + 3.51%
|
4/9/2023
|
Diversified - US
|
Industrial
|
$24 / sqft
|
54%
|
3
|
|||||||||||||||||||||||||
81
|
Senior loan
|
8/22/2019
|
74.3
|
65.0
|
64.4
|
L + 2.55%
|
L + 2.93%
|
9/9/2024
|
Los Angeles
|
Office
|
$389 / sqft
|
63%
|
3
|
|||||||||||||||||||||||||
82
|
Senior loan
(4)
|
9/22/2017
|
91.0
|
69.4
|
17.3
|
L + 5.28%
|
L + 6.63%
|
10/9/2022
|
San Francisco
|
Multi
|
$446,078 / unit
|
46%
|
3
|
|||||||||||||||||||||||||
83
|
Senior loan
|
6/29/2017
|
64.2
|
63.4
|
63.2
|
L + 3.40%
|
L + 3.65%
|
7/9/2023
|
New York
|
Multi
|
$184,768 / unit
|
69%
|
4
|
|||||||||||||||||||||||||
84
|
Senior loan
|
11/30/2016
|
65.2
|
56.7
|
56.6
|
L + 3.10%
|
L + 3.32%
|
12/9/2021
|
Chicago
|
Retail
|
$1,167 / sqft
|
54%
|
4
|
|||||||||||||||||||||||||
85
|
Senior loan
|
10/6/2017
|
55.9
|
55.8
|
55.7
|
L + 2.95%
|
L + 3.21%
|
10/9/2022
|
Nashville
|
Multi
|
$99,598 / unit
|
74%
|
2
|
|||||||||||||||||||||||||
86
|
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
|
|||||||||||||||||||||||||
87
|
Senior loan
|
11/23/2016
|
53.6
|
53.6
|
53.5
|
L + 3.50%
|
L + 3.80%
|
12/9/2022
|
New York
|
Multi
|
$223,254 / unit
|
65%
|
4
|
|||||||||||||||||||||||||
88
|
Senior loan
|
3/11/2014
|
52.8
|
52.8
|
52.8
|
L + 1.84%
|
L + 1.85%
|
4/9/2021
|
New York
|
Multi
|
$593,109 / unit
|
65%
|
4
|
|||||||||||||||||||||||||
89
|
Senior loan
|
10/5/2018
|
52.7
|
52.7
|
52.4
|
L + 5.50%
|
L + 5.65%
|
10/5/2021
|
Sydney - AU
|
Office
|
$560 / sqft
|
78%
|
3
|
|||||||||||||||||||||||||
90
|
Senior loan
|
6/26/2019
|
66.1
|
51.9
|
51.3
|
L + 3.35%
|
L + 3.66%
|
6/20/2024
|
London - UK
|
Office
|
$586 / sqft
|
61%
|
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 |
|||||||||||||||||||
91
|
Senior loan
|
6/12/2019
|
55.0
|
48.3
|
48.2
|
L + 3.25%
|
L + 3.37%
|
7/1/2022
|
Grand Rapids
|
Multi
|
$92,529 / unit
|
69%
|
3
|
|||||||||||||||||||||||||
92
|
Senior loan
|
10/31/2018
|
63.3
|
48.0
|
47.8
|
L + 5.00%
|
L + 5.64%
|
11/9/2023
|
New York
|
Multi
|
$249,489 / unit
|
61%
|
3
|
|||||||||||||||||||||||||
93
|
Senior loan
|
10/31/2018
|
57.3
|
47.4
|
47.3
|
L + 5.00%
|
L + 6.01%
|
11/9/2023
|
New York
|
Condo
|
$399 / sqft
|
64%
|
3
|
|||||||||||||||||||||||||
94
|
Senior loan
|
8/14/2019
|
70.3
|
47.3
|
46.7
|
L + 2.45%
|
L + 2.87%
|
9/9/2024
|
Los Angeles
|
Office
|
$509 / sqft
|
57%
|
3
|
|||||||||||||||||||||||||
95
|
Senior loan
|
5/24/2018
|
81.3
|
46.0
|
45.6
|
L + 4.10%
|
L + 4.59%
|
6/9/2023
|
Boston
|
Office
|
$89 / sqft
|
55%
|
3
|
|||||||||||||||||||||||||
96
|
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
|
|||||||||||||||||||||||||
97
|
Senior loan
|
11/3/2017
|
45.0
|
44.0
|
44.0
|
L + 3.00%
|
L + 3.08%
|
11/1/2022
|
Los Angeles
|
Office
|
$205 / sqft
|
50%
|
1
|
|||||||||||||||||||||||||
98
|
Senior loan
|
2/21/2020
|
43.8
|
43.8
|
43.5
|
L + 3.25%
|
L + 3.58%
|
3/1/2025
|
Atlanta
|
Multi
|
$137,304 / unit
|
68%
|
3
|
|||||||||||||||||||||||||
99
|
Senior loan
|
8/29/2017
|
51.2
|
43.5
|
43.4
|
L + 3.10%
|
L + 3.52%
|
10/9/2022
|
Southern California
|
Industrial
|
$91 / sqft
|
65%
|
3
|
|||||||||||||||||||||||||
100
|
Senior loan
|
6/26/2015
|
41.6
|
40.9
|
40.8
|
L + 3.75%
|
L + 3.94%
|
7/9/2020
|
San Diego
|
Office
|
$187 / sqft
|
73%
|
3
|
|||||||||||||||||||||||||
101
|
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
|
|||||||||||||||||||||||||
102
|
Senior loan
|
2/20/2019
|
47.6
|
37.5
|
37.2
|
L + 3.50%
|
L + 3.91%
|
3/9/2024
|
Calgary - CAN
|
Office
|
$103 / sqft
|
52%
|
3
|
|||||||||||||||||||||||||
103
|
Senior loan
|
11/30/2018
|
40.0
|
37.3
|
37.3
|
L + 2.95%
|
L + 3.38%
|
12/1/2023
|
Las Vegas
|
Multi
|
$77,810 / unit
|
70%
|
2
|
|||||||||||||||||||||||||
104
|
Senior loan
|
10/31/2019
|
33.9
|
33.0
|
32.9
|
L + 3.25%
|
L + 3.34%
|
11/1/2024
|
Raleigh
|
Multi
|
$162,626 / unit
|
52%
|
3
|
|||||||||||||||||||||||||
105
|
Senior loan
|
12/13/2019
|
80.0
|
32.4
|
31.5
|
L + 3.55%
|
L + 4.49%
|
6/12/2024
|
Diversified - FR
|
Industrial
|
$23 / sqft
|
55%
|
3
|
|||||||||||||||||||||||||
106
|
Senior loan
|
10/31/2019
|
31.5
|
31.1
|
31.0
|
L + 3.25%
|
L + 3.33%
|
11/1/2024
|
Atlanta
|
Multi
|
$163,666 / unit
|
60%
|
3
|
|||||||||||||||||||||||||
107
|
Senior loan
|
8/14/2019
|
31.0
|
31.0
|
30.9
|
L + 5.00%
|
L + 6.02%
|
8/14/2020
|
Orangeburg
|
Other
|
$150 / sqft
|
36%
|
3
|
|||||||||||||||||||||||||
108
|
Senior loan
|
12/3/2019
|
30.3
|
30.3
|
30.3
|
L + 2.75%
|
L + 3.20%
|
3/1/2021
|
Pensacola
|
Multi
|
$117,500 / unit
|
50%
|
2
|
|||||||||||||||||||||||||
109
|
Senior loan
|
6/26/2019
|
30.0
|
30.0
|
30.0
|
L + 3.25%
|
L + 3.65%
|
10/1/2020
|
Lake Charles
|
Multi
|
$111,940 / unit
|
73%
|
3
|
|||||||||||||||||||||||||
110
|
Senior loan
|
10/31/2019
|
30.2
|
29.4
|
29.3
|
L + 3.25%
|
L + 3.33%
|
11/1/2024
|
Austin
|
Multi
|
$155,582 / unit
|
52%
|
3
|
|||||||||||||||||||||||||
111
|
Senior loan
|
5/31/2019
|
29.3
|
29.3
|
29.3
|
L + 3.75%
|
L + 3.75%
|
6/1/2021
|
Denver
|
Multi
|
$195,333 / unit
|
59%
|
2
|
|||||||||||||||||||||||||
112
|
Senior loan
|
8/30/2018
|
28.7
|
27.7
|
27.6
|
L + 3.00%
|
L + 3.42%
|
9/1/2022
|
Boise
|
Multi
|
$108,887 / unit
|
73%
|
3
|
|||||||||||||||||||||||||
113
|
Senior loan
|
10/31/2019
|
27.2
|
26.9
|
26.8
|
L + 3.25%
|
L + 3.32%
|
11/1/2024
|
Austin
|
Multi
|
$133,636 / unit
|
53%
|
3
|
|||||||||||||||||||||||||
114
|
Senior loan
|
12/15/2017
|
22.5
|
22.5
|
22.5
|
L + 3.50%
|
L + 3.50%
|
12/9/2020
|
Diversified - US
|
Hospitality
|
$340,809 / key
|
50%
|
3
|
|||||||||||||||||||||||||
115
|
Senior loan
|
3/24/2020
|
22.0
|
22.0
|
22.0
|
L + 3.25%
|
L + 3.26%
|
10/1/2021
|
San Jose
|
Multi
|
$400,000 / unit
|
58%
|
3
|
|||||||||||||||||||||||||
116
|
Senior loan
|
2/26/2020
|
20.4
|
20.4
|
20.3
|
L + 2.80%
|
L + 3.27%
|
3/1/2021
|
Atlanta
|
Multi
|
$85,356 / unit
|
36%
|
3
|
|||||||||||||||||||||||||
117
|
Senior loan
|
6/15/2018
|
22.0
|
20.4
|
20.5
|
L + 3.35%
|
L + 3.79%
|
7/1/2022
|
Phoenix
|
Multi
|
$71,430 / unit
|
78%
|
3
|
|||||||||||||||||||||||||
118
|
Senior loan
|
12/23/2019
|
26.2
|
20.0
|
19.8
|
L + 2.85%
|
L + 3.21%
|
1/9/2025
|
Miami
|
Office
|
$337 / sqft
|
68%
|
3
|
|||||||||||||||||||||||||
119
|
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%
|
2
|
|||||||||||||||||||||||||
120
|
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
|
|
||
(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. Origination dates are subsequently updated to reflect material loan modifications.
|
|
(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 March 31, 2020, five loans in our portfolio have been financed with an aggregate $692.3 million of
non-consolidated
senior interest, which are included in the table above. Portfolio excludes our $84.2 million subordinate risk retention interest in the $880.7 million 2018 Single Asset Securitization. Refer to Notes 4 and 15 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 as a spread over the relevant floating benchmark rates, which include USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as applicable to each loan. As of March 31, 2020, 97% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $11.4 billion of such loans earned interest based on floors that are above the applicable index. The other 3% of our loans earned a fixed rate of interest, which we reflect as a spread over the relevant floating benchmark rates, as of March 31, 2020, for purposes of the weighted-averages. 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.
|
|
(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 March 31, 2020
|
|||||||||||||||||||
|
|
|
Increase in Rates
|
Decrease in Rates
|
||||||||||||||||||||
Currency
|
|
|
25 Basis
Points
|
|
50 Basis
Points
|
|
25 Basis
Points
|
|
50 Basis
Points
|
|
||||||||||||||
USD
|
$ |
11,656,287
|
Income
|
$ |
10,389
|
$ |
23,731
|
$ |
(6,366
|
) | $ |
(12,689
|
) | |||||||||||
|
(8,904,263
|
) |
Expense
|
(16,695
|
) |
(33,396
|
) |
15,573
|
31,111
|
|||||||||||||||
|
$ |
2,752,024
|
Net interest
|
$ |
(6,306
|
) | $ |
(9,665
|
) | $ |
9,207
|
$ |
18,422
|
|||||||||||
EUR
|
$ |
3,078,210
|
Income
|
$ |
—
|
$ |
2,912
|
$ |
—
|
$ |
—
|
|||||||||||||
|
(2,399,691
|
) |
Expense
|
—
|
(2,261
|
) |
—
|
—
|
||||||||||||||||
|
$ |
678,519
|
Net interest
|
$ |
—
|
$ |
651
|
$ |
—
|
$ |
—
|
|||||||||||||
GBP
|
$ |
1,574,946
|
Income
|
$ |
2,489
|
$ |
5,271
|
$ |
(2,338
|
) | $ |
(4,341
|
) | |||||||||||
|
(1,085,655
|
) |
Expense
|
(2,171
|
) |
(4,343
|
) |
2,171
|
4,343
|
|||||||||||||||
|
$ |
489,291
|
Net interest
|
$ |
318
|
$ |
928
|
$ |
(167
|
) | $ |
2
|
||||||||||||
AUD
|
$ |
320,514
|
Income
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
|||||||||||||
|
(237,945
|
) |
Expense
|
(476
|
) |
(952
|
) |
476
|
799
|
|||||||||||||||
|
$ |
82,569
|
Net interest
|
$ |
(476
|
) | $ |
(952
|
) | $ |
476
|
$ |
799
|
|||||||||||
CAD
(3)
|
$ |
38,926
|
Income
|
$ |
3
|
$ |
6
|
$ |
(3
|
) | $ |
(6
|
) | |||||||||||
|
(42,658
|
) |
Expense
|
(85
|
) |
(171
|
) |
85
|
171
|
|||||||||||||||
|
$ |
(3,732
|
) |
Net interest
|
$ |
(82
|
) | $ |
(165
|
) | $ |
82
|
$ |
165
|
||||||||||
|
|
Total net interest
|
$ |
(6,546
|
) | $ |
(9,203
|
) | $ |
9,598
|
$ |
19,388
|
||||||||||||
|
|
|
|
|
|
|
(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 11 to our consolidated financial statements for additional details of our incentive fee calculation. In addition, $11.4 billion of our loans earned interest based on floors that are above the applicable index as of March 31, 2020.
|
|
(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 ($12.3 million as of March 31, 2020) that are used to hedge a portion of our fixed rate debt.
|
|
March 31, 2020
|
|||||||||||||||
Foreign currency assets
(1)
|
€
|
2,805,782
|
£ |
1,641,964
|
A$ |
527,876
|
C$ |
105,396
|
||||||||
Foreign currency liabilities
(1)
|
(2,176,218
|
) |
(1,179,198
|
) |
(389,686
|
) |
(77,348
|
) | ||||||||
Net exposure to exchange rate fluctuations
|
€
|
629,564
|
£ |
462,766
|
A$ |
138,190
|
C$ |
28,048
|
||||||||
____________
|
|
|
|
|
(1)
|
Balances include
non-consolidated
senior interests of £302.0 million
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
• |
COVID-19
could have a significant long-term impact on the broader economy and the commercial real estate market generally, which would negatively impact the value of the assets collateralizing our loans. Our portfolio includes loans collateralized by hotel, retail, and other asset classes which are particularly negatively impacted by the pandemic. While we believe the principal amount of our loans are generally adequately protected by underlying value, there can be no assurance that we will realize the entire principal value of certain investments.
|
• |
We are actively engaged in discussions with our borrowers, some of whom have indicated that, due to the impact of the
COVID-19
pandemic, they have been unable to timely execute their business plans, have had to temporarily close their businesses or have experienced other negative business consequences and have requested or indicated that they will be requesting interest deferral or forbearance or other modifications of their loans. We therefore anticipate more frequent modifications of our loans and potentially instances of default or foreclosure on assets underlying our loans, which will adversely affect the credit profile of our assets and our results of operations and financial condition.
|
• | We have reverse purchase agreements with numerous lenders and are actively engaged in discussions around the value of pledged assets as defined in our agreements with such lenders, potential deleveraging, the application of certain provisions of such agreements to these circumstances and other structural elements under the agreements. If we do not have the funds available to make required payments, it would likely result in defaults and potential loss of assets to the lenders unless we are able to raise the funds from alternative sources, including by selling or financing assets or raising capital (“liquidity sources”), each of |
which we may be required to do under adverse market conditions or at an inopportune time or on unfavorable terms, or may be unable to do at all. COVID-19 has made it very difficult for businesses generally, including us, to access liquidity sources at terms commensurate with those prior to this pandemic, or at all. Pledging additional collateral or otherwise paying down facilities to satisfy our lenders and avoid potential margin calls and loan defaults would reduce our cash available to meet subsequent margin calls and/or future funding requests as well as make other, higher yielding investments, thereby decreasing our liquidity, return on equity, available cash, net income and ability to implement our investment strategy. If we cannot meet lender requirements related to margin calls or other terms of our credit agreements, the lender or counterparty could accelerate our indebtedness, increase the interest rate on advanced funds and terminate our ability to borrow additional funds, which would materially and adversely affect our financial condition and ability to implement our investment strategy. |
• | COVID-19 likely will reduce the availability of liquidity sources, but our requirements for liquidity, including future loan funding obligations and margin calls, likely will not be commensurately reduced. If we did not have funds available to meet our obligations, we would have to raise funds from alternative sources, which may be at unfavorable terms or may not be available to us due to the impacts of COVID-19. We expect that the adverse impact of the COVID-19 pandemic will likely adversely affect our liquidity position and could limit our ability to grow our business and fully execute our business strategy. We expect to preserve and build our liquidity to best position the Company to weather near-term market uncertainty, satisfy our loan future funding and financing obligations and to potentially make opportunistic new investments, which will cause us to take some or all of the following actions: raise capital from offerings of securities, borrow additional capital, sell assets, pay our management and incentive fees in shares of our class A common stock (as will be done for the quarter ended March 31, 2020) and /or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time. |
• |
Interest rates and credit spreads have been significantly impacted since the outbreak of
COVID-19.
This can result in volatile changes to the fair value of our floating rate loans and also the interest obligations on our floating-rate debt and fair value of our fixed-rate liabilities, which could result in an increase to our interest expense.
|
• | lack of liquidity in certain of our assets; |
• |
the greater risk of loss to which we are exposed in connection with
B-notes,
mezzanine loans, and other investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures;
|
• | risks associated with loans on properties in transition or construction; |
• | risks associated with loans or investments involving assets in foreign jurisdictions, especially those experiencing difficulty; |
• | impairment of our investments and harm to our operations from a prolonged economic slowdown, a lengthy or severe recession or declining real estate values; |
• | foreign currency risks; |
• | the concentration of our loans and investments in terms of geography, asset types and sponsors; |
• | losses resulting from foreclosing on certain of the loans we originate or acquire; |
• | risks associated with our investments in CMBS, CLOs, and other similar structured finance investments, including those we structure, sponsor or arrange; |
• | downgrades in credit ratings assigned to our investments; |
• |
investments in
non-conforming
and
non-investment
grade rated loans or securities;
|
• | investments in interest rate- and foreign currency-related derivative instruments; |
• | the difficulty of estimating provisions for loan losses; |
• | our debt under our credit facilities and our corporate debt; |
• |
risks associated with
non-recourse
securitizations which we use to finance our assets;
|
• |
losses arising from current and future guarantees of debt and contingent obligations of our subsidiaries or joint venture or
co-investment
partners;
|
• | borrower and counterparty risks; |
• | risks associated with our hedging strategies; |
• |
if the market value or income potential of our real estate-related investments declines, we may need to increase our real estate investments and income and/or liquidate our
non-qualifying
assets in order to maintain our REIT qualification or exclusion from regulation under the Investment Company Act of 1940, as amended;
|
• | operational impacts on ourselves and our third-party advisors, service providers, vendors and counterparties, including operating partners, property managers, other independent third-party appraisal firms that provide appraisals of properties collateralizing our loans, our lenders and other providers of financing, brokers and other counterparties that we purchase and sell assets to and from, derivative counterparties, and legal and diligence professionals that we rely on for acquiring our investments; |
• | limitations on our ability to ensure business continuity in the event our, or our third-party advisors’ and service providers’, continuity of operations plan is not effective or improperly implemented or deployed during a disruption; |
• | the availability of key personnel of the Manager and our service providers as they face changed circumstances and potential illness during the pandemic; and |
• | other risks described in our Annual Report as they may be amended by our periodic filings with the SEC. |
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
|
|
|||||||
10.3
|
|
|||||||
10.4
|
|
|||||||
10.5
|
|
|||||||
31.1
|
|
|||||||
31.2
|
|
|||||||
32.1 +
|
|
|||||||
32.2 +
|
|
|||||||
101.INS
|
Inline 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. |
|
|
BLACKSTONE MORTGAGE TRUST, INC.
|
||
April 28, 2020
|
|
/s/ Stephen D. Plavin
|
||
Date
|
|
Stephen D. Plavin
|
||
|
|
Chief Executive Officer
|
||
|
|
(Principal Executive Officer)
|
||
April 28, 2020
|
|
/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 NO. 10 TO AMENDED AND RESTATED MASTER REPURCHASE
AND SECURITIES CONTRACT
AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of November 13, 2019 (this Amendment), between PARLEX 5 FINCO, LLC, a Delaware limited liability company (Seller) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014 (as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 23, 2014, as further amended by that certain Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2015, as further amended by that certain Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated as of April 14, 2015, as further amended by that certain Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2016, as further amended by that certain Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, as further amended by that certain Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2017, as further amended by that certain Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, as further amended by that certain Amendment No. 8 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2018, as further amended by that certain Amendment No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 21, 2018, as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the Repurchase Agreement);
WHEREAS, Seller has requested, and Buyer has agreed, to amend the Repurchase Agreement as set forth in this Amendment and Blackstone Mortgage Trust, Inc. (Guarantor) agrees to make the acknowledgements set forth herein.
Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
SECTION 1. Amendment to Repurchase Agreement.
(a) The following, new defined terms are hereby added to Article 2 of the Repurchase Agreement in correct alphabetical order:
BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
Gloss Lender: The Lender, as defined in the Gloss Loan Agreement.
Gloss Facility: The Gloss Loan Agreement and any documents related thereto.
Gloss Loan Agreement: That certain Master Loan and Security Agreement, dated as of November 13, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time), by and between Gloss Finco 2, LLC and Gloss Lender.
Gloss Repayment Obligations: The Repayment Obligations as defined in the Gloss Loan Agreement.
Kensington Buyer: The Buyer, as defined in the Kensington Repurchase Agreement.
Kensington Facility: The Kensington Repurchase Agreement and any documents related thereto.
Kensington Repurchase Agreement: That certain Fourth Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time), by and among Kensington Buyer, Parlex 5 KEN Finco, LLC, Parlex 5 KEN UK Finco, LLC, Parlex 5 KEN CAD Finco, LLC, Parlex 5 KEN ONT Finco, LLC and Parlex 5 Ken EUR Finco, LLC.
Kensington Repurchase Obligations: The Repurchase Obligations as defined in the Kensington Repurchase Agreement.
U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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(b) The defined terms, Other Facility, Other Facility Buyer, Other Facility Repurchase Obligations and Other Repurchase Agreement, each as set forth in Article 2 of the Repurchase Agreement, are each hereby amended and restated in their entirety to read as follows:
Other Facility : Collectively, the Gloss Facility and the Kensington Facility, as applicable.
Other Facility Buyer: Collectively, the Gloss Lender and the Kensington Buyer, as applicable.
Other Facility Repurchase Obligations: Collectively, the Kensington Repurchase Obligations and the Gloss Repayment Obligations, as applicable.
Other Repurchase Agreement: Collectively, the Kensington Repurchase Agreement and the Gloss Loan Agreement, as applicable.
(c) The penultimate sentence of Section 3.09 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
The Repurchase Obligations and all Other Facility Repurchase Obligations shall be full recourse to Seller, and limited recourse to Guarantor as set forth in the Guarantee Agreement, it being expressly agreed that Seller is liable to each Other Facility Buyer for all obligations of the respective sellers under each Other Repurchase Agreement, including, without limitation, the related Other Facility Repurchase Obligations.
(d) Section 5.02 of the Repurchase Agreement is hereby amended by amending and restating the existing priority sixth in its entirety to read as set forth below:
sixth, to make a payment to each Other Facility Buyer or its Affiliates on account of any other amounts then due and payable under any Other Facility (in such order of application to each Other Facility as Buyer determines in its sole discretion) pursuant to priorities first through fifth of Section 5.02 of the applicable Other Repurchase Agreement until such other amounts then due and payable pursuant to priorities first through fifth of Section 5.02 of each such Other Repurchase Agreement have been reduced to zero, each such payment to be deposited into the related Waterfall Account (as defined in the applicable Other Repurchase Agreement) and allocated in accordance with the applicable Other Repurchase Agreement; and
(e) Section 5.03 of the Repurchase Agreement is hereby amended by amending and restating the existing priority seventh in its entirety to read as set forth below:
seventh, to make a payment to each Other Facility Buyer or its Affiliates on account of any other amounts then due and payable under any Other Facility (in such order of application to each Other Facility as Buyer determines in its sole discretion) pursuant to, as applicable (A) priorities first through ninth of Section 5.03 of the Kensington Repurchase Agreement until such other amounts then due and payable pursuant to priorities first through ninth of Section 5.03 of the
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Kensington Repurchase Agreement have been reduced to zero, and (B) priorities first through sixth of Section 5.03 of the Gloss Loan Agreement until such other amounts then due and payable pursuant to priorities first through sixth of Section 5.03 of the Gloss Loan Agreement have been reduced to zero, in each case, with each such payment to be deposited into the related Waterfall Account (as defined in the applicable Other Repurchase Agreement) in accordance with the applicable Other Repurchase Agreement; and
(f) Section 5.04 of the Repurchase Agreement is hereby amended by amending and restating the existing priority sixth in its entirety to read as set forth below:
sixth, to make a payment to each Other Facility Buyer or its Affiliates on account of the Repurchase Price of all Purchased Assets (each as defined in the Kensington Repurchase Agreement) or the Repayment Amount of all Pledged Assets (each as defined in the Gloss Loan Agreement) related to each Other Repurchase Agreement and any other amounts due and owing under each such Other Facility (in such order of application to each Other Facility as Buyer determines in its sole discretion) until the Repurchase Price for such Purchased Assets (each as defined in the Kensington Repurchase Agreement) or the Repayment Amount of all Pledged Assets (each as defined in the Gloss Loan Agreement) and such other amounts due and owing have been reduced to zero, each such payment to be deposited into the related Waterfall Account (as defined in the applicable Other Repurchase Agreement) and allocated in the applicable Other Facility Buyers sole discretion; and
(g) Article 5 of the Repurchase Agreement is hereby amended by inserting the following new Section 5.06 at the end thereof in correct numerical order:
Section 5.06 Currency of Payments. Dollars shall be the currency of account and payment for any and all sums due from Seller under any Repurchase Document, provided, that, notwithstanding anything herein to the contrary, if on any date, any amount is due and payable under clause sixth of Sections 5.02, clause seventh of Section 5.03 or clause sixth of Section 5.04 in a currency other than Dollars, such due amounts shall be paid in the equivalent amount of such other currency by converting Income to such other currency. All such currency conversion calculations and related payments pursuant to this Section 5.06 shall be calculated by Buyer based on the applicable spot rate determined by Buyer in its reasonable discretion based upon the then-current spot rate of exchange and shall be final and binding on Seller absent manifest error.
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(h) The preamble to Article 7 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
Seller represents and warrants to Buyer and to each Other Facility Buyer, on and as of the date of this Agreement, each Purchase Date, and at all times when any Repurchase Document or Transaction is in full force and effect as follows:
(i) Clause (v) of Section 10.01 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
(v) (i) an Event of Default (as such term is defined in the Gloss Loan Agreement) has occurred and is continuing under the Gloss Facility or (ii) an Event of Default (as such term is defined in the Kensington Repurchase Agreement) has occurred and is continuing under the Kensington Facility; and
(j) Section 11.01 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 11.01 Grant. (a) Buyer and Seller intend that the Transactions be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, to preserve and protect Buyers rights with respect to the Purchased Assets and under the Repurchase Documents if any Governmental Authority recharacterizes any Transaction with respect to a Purchased Asset as other than a sale, and as security for the performance by Seller of the Repurchase Obligations and the performance by the respective sellers under each Other Repurchase Agreement of the respective Other Facility Repurchase Obligations, (i) Seller hereby grants to Buyer a present Lien on and security interest in all of the right, title and interest of Seller in, to and under (A) the Purchased Assets (which for this purpose shall be deemed to include the items described in the proviso in the definition thereof), and (B) each Interest Rate Protection Agreement with each Hedge Counterparty relating to each Purchased Asset ((A) and (B) collectively, the Collateral) and (ii) Seller hereby grants to each Other Facility Buyer a present Lien on and security interest in all of the right, title and interest of Seller in, to and under the Collateral; and the transfer of the Purchased Assets to Buyer shall be deemed to constitute and confirm such grant, to secure the payment and performance by Seller of the Repurchase Obligations (including the obligation of Seller to pay the Repurchase Price, or if the related Transaction is recharacterized as a loan, to repay such loan for the Repurchase Price) and the performance by the respective sellers under each Other Repurchase Agreement of the respective Other Facility Repurchase Obligations.
(b) Each Other Facility Buyer hereby acknowledges and agrees that its security interest in the Collateral as security for the Other Facility Repurchase Obligations owing to such Other Facility Buyer shall at all times be junior and subordinate in all respects to Buyers security interest in the Collateral as security for the Repurchase Obligations. The preceding subordination of each Other Facility Buyers security interest in the Collateral affects only the relative priority of each Other Facility Buyers security interest in the Collateral, and shall not subordinate any Other Facility Repurchase Obligations in right of payment to the Repurchase Obligations.
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(c) Buyer agrees to act as agent for and on behalf of each Other Facility Buyer (including without limitation for purposes of Sections 9-313(c), 8- 106(d)(3), 9-104(a) and 9-106(a) of the UCC) with respect to the security interest granted hereby to secure the obligations owing to each Other Facility Buyer under the related Other Facility, including, without limitation, with respect to the Purchased Assets and the Purchased Asset Files held by Custodian pursuant to the Custodial Agreement.
(k) Section 11.02 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 11.02 Effect of Grant. If any circumstance described in Section 11.01 occurs, (a) this Agreement shall also be deemed to be a security agreement as defined in the UCC, (b) Buyer and each Other Facility Buyer shall have all of the rights and remedies provided to a secured party by Requirements of Law (including the rights and remedies of a secured party under the UCC and the right to set off any mutual debt and claim) and under any other agreement between Buyer and Seller or between any Affiliated Hedge Counterparty and Seller, (c) without limiting the generality of the foregoing, Buyer and each Other Facility Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Assets against all of the Repurchase Obligations or Other Facility Repurchase Obligations, as applicable, without prejudice to Buyers or any Other Facility Buyers right to recover any deficiency, (d) the possession by Buyer or any of its agents, including Custodian, of the Mortgage Loan Documents, the Purchased Assets and such other items of property as constitute instruments, money, negotiable documents, securities or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting such security interest under the UCC and Requirements of Law, and (e) notifications to Persons (other than Buyer) holding such property, and acknowledgments, receipts or confirmations from Persons (other than Buyer) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Requirements of Law. The security interests of Buyer granted herein shall be, and Seller hereby represents and warrants to Buyer and all other Affiliated Hedge Counterparties that it is, a first priority perfected security interest. The security interests of the Other Facility Buyers granted herein shall be, and Seller hereby represents and warrants to Buyer and all other Affiliated Hedge Counterparties that it is, a perfected security interest subordinate in priority only to the security interests of Buyer. For the avoidance of doubt, (i) each Purchased Asset and each Interest Rate Protection Agreement relating to a Purchased Asset secures the Repurchase Obligations of Seller with respect to all other Transactions and all other Purchased Assets, including any Purchased Assets that are junior in priority to the Purchased Asset in question, and the Other Facility Repurchase Obligations, and (ii) if an Event of Default has occurred and is continuing, no Purchased Asset or Interest Rate Protection Agreement relating to a Purchased Asset will be released from Buyers or any Other Facility Buyers Lien or transferred to Seller until the Repurchase Obligations and all Other Facility Repurchase Obligations are indefeasibly paid in full. Notwithstanding the foregoing, the Repurchase Obligations and all Other Facility Repurchase Obligations shall be full recourse to Seller.
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(l) Section 14.01(b) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
(b) the Guarantee Agreement, the Pledge and Security Agreement and Sellers grant to Buyer and each Other Facility Buyer of a security interest in the Collateral pursuant to Article 11 each constitute a security agreement or arrangement or other credit enhancement within the meaning of Section 101 of the Code related to a securities contract as defined in Section 741(7)(A)(xi) of the Bankruptcy Code and a repurchase agreement as that term is defined in Section 101(47)(A)(v) of the Bankruptcy Code,
(m) Sections 18.27 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
Section 18.27 Joint and Several Obligations.
(a) Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of Law for all Repurchase Obligations and all Other Facility Repurchase Obligations, (ii) the liability of Seller (A) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Asset or Purchased Asset (as defined in the Kensington Repurchase Agreement) or Pledged Asset (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations or any Other Facility Repurchase
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Obligations, whether by Buyer or in connection with any Insolvency Proceeding affecting Seller, any seller under the Other Repurchase Agreement, or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the sale, exchange, waiver, surrender or release of any Purchased Asset, Purchased Asset (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, Pledged Asset (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or Purchased Assets (as defined in the Kensington Repurchase Agreement) or Pledged Assets (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement or any other Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by Buyer to make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Seller (as used herein, the term demand shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or Purchased Assets (as defined in the Kensington Repurchase Agreement) or Pledged Assets (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all notice of the creation, renewal,
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extension or accrual of any amounts at any time owing to Buyer by any other seller under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) and notice of or proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any other seller under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, the Other Repurchase Agreement, any other Repurchase Document or any other Repurchase Document (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (B) any defense, set off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of Seller) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for any amounts owing to Buyer by Seller under the Repurchase Documents, or of any seller under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance.
(b) Seller shall remain fully obligated under this Agreement notwithstanding that, without any reservation of rights against Seller and without notice to or further assent by Seller, any demand by Buyer for payment of any amounts owing to Buyer by any other seller under the Repurchase Documents (as defined in any Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer (including any extension or postponement of the time for payment or performance or renewal or
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refinancing of any Other Facility Repurchase Obligation), and this Agreement, the Other Repurchase Agreements, the Repurchase Documents, the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of amounts owing to Buyer by Seller under the Repurchase Documents or any seller under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) may be sold, exchanged, waived, surrendered or released. Buyer shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Buyer by Seller under the Repurchase Documents or by sellers under the Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement), or any property subject thereto.
(c) The Repurchase Obligations and all Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary.
(d) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under each Other Repurchase Agreement and the other Repurchase Documents (as defined in the Kensington Repurchase Agreement) or the Facility Documents (as defined in the Gloss Loan Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of debtors.
(n) Article 18 of the Repurchase Agreement is hereby amended by inserting the following new Section 18.28 in correct numerical order:
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Section 18.28 Recognition of the U.S. Special Resolution Regimes.
(a) In the event that Buyer becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from Buyer of this Agreement and/or the Repurchase Documents, and any interest and obligation in or under this Agreement and/or the Repurchase Documents, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and/or the Repurchase Documents, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that Buyer or a BHC Act Affiliate of Buyer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or the Repurchase Documents that may be exercised against Buyer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and/or the Repurchase Documents were governed by the laws of the United States or a state of the United States.
(c) If, at any time, each of the parties hereto has adhered to the ISDA 2018 U.S. Resolution Stay Protocol (the ISDA U.S. Stay Protocol), the terms of the ISDA U.S. Stay Protocol will supersede and replace the foregoing terms set forth in this Section 18.28 as of the first date on which all parties hereto have so adhered, and thereafter this Section 18.28 only will be null and void with no further force or effect.
SECTION 2. Amendment Effective Date. This Amendment and its provisions shall become effective on the date first set forth above (the Amendment Effective Date), which is the date that this Amendment was executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor, along with the delivery of bring down letters affirming the opinions as to corporate and enforceability matters provided to Buyer on the Closing Date, each dated as of the Amendment Effective Date.
SECTION 3. Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as of the Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions and its undertakings and obligations set forth in the Repurchase Agreement and each other Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.
SECTION 4. Acknowledgments of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery of this Amendment and agrees that it continues to be bound by that certain Guarantee Agreement, dated as of March 13, 2014 (the Guarantee Agreement), made by Guarantor in favor of Buyer, notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein, and (b) that, as of the date hereof Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the other Repurchase Documents.
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SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment Effective Date, each (x) reference therein and herein to the Repurchase Documents shall be deemed to include, in any event, this Amendment, (y) each reference to the Repurchase Agreement in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby, and (z) each reference in the Repurchase Agreement to this Agreement, this Repurchase Agreement, this Amended and Restated Repurchase Agreement, hereof, herein or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement, as amended by this Amendment.
SECTION 6. No Novation, Effect of Agreement. Seller and Buyer have entered into this Amendment solely to amend the terms of the Repurchase Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Seller, Guarantor or Pledgor (the Repurchase Parties) under or in connection with the Repurchase Agreement, the Fee Letter, the Pledge and Security Agreement or any of the other Repurchase Documents to which any Repurchase Party is a party. It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Repurchase Agreement and the Pledge and Security Agreement are preserved, (ii) the liens and security interests granted under the Repurchase Agreement and the Pledge and Security Agreement continue in full force and effect, and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be deemed to also reference this Amendment.
SECTION 7. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 8. Expenses. Seller and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
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OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SELLER:
PARLEX 5 FINCO, LLC, a Delaware limited liability company |
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By: |
/s/ Douglas N. Armer |
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Name: Douglas N. Armer |
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Title: Executive Vice President, Capital Markets, and Treasurer |
[Signature Page to Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract]
BUYER:
WELLS FARGO BANK, N.A., a national banking association |
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By: |
/s/ Allen Lewis |
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Name: Allen Lewis | ||
Title: Managing Director | ||
KENSINGTON BUYER: |
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In its capacity as an Other Facility Buyer, and solely for purposes of acknowledging and agreeing to Section 11.01(b) of the Repurchase Agreement, as amended hereby: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association |
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By: |
/s/ Allen Lewis |
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Name: Allen Lewis |
||
Title: Managing Director |
[Signature Page to Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract]
GLOSS LENDER:
In its capacity as an Other Facility Buyer, and solely for purposes of acknowledging and agreeing to Section 11.01(b) of the Repurchase Agreement, as amended hereby:
WELLS FARGO BANK, N.A., LONDON BRANCH, a national banking association |
||
By: |
/s/ Thomas Jackivicz |
|
Name: Thomas Jackivicz | ||
Title: Managing Director |
[Signature Page to Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract]
With respect to the acknowledgments set forth in Section 4 herein:
GUARANTOR:
BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation |
||
By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer | ||
Title: Executive Vice President, Capital | ||
Markets, and Treasurer |
[Signature Page to Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract]
Exhibit 10.2
EXECUTION VERSION
AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER REPURCHASE
AND SECURITIES CONTRACT
AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of December 23, 2019 (this Amendment), between PARLEX 5 FINCO, LLC, a Delaware limited liability company (Seller) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014 (as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 23, 2014, as further amended by that certain Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2015, as further amended by that certain Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated as of April 14, 2015, as further amended by that certain Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2016, as further amended by that certain Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, as further amended by that certain Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2017, as further amended by that certain Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, as further amended by that certain Amendment No. 8 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2018, as further amended by that certain Amendment No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 21, 2018, as further amended by that certain Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract, dated as of November 13, 2019, as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the Repurchase Agreement);
WHEREAS, Seller has requested, and Buyer has agreed, to amend the Repurchase Agreement as set forth in this Amendment and Blackstone Mortgage Trust, Inc. (Guarantor) agrees to make the acknowledgements set forth herein.
Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
SECTION 1. Amendment to Repurchase Agreement. The defined term, Gloss Loan Agreement, as set forth in Article 2 of the Repurchase Agreement, is hereby amended and restated in its entirety to read as follows:
Gloss Loan Agreement: That certain Master Loan and Security Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time), by and between Gloss Finco 2, LLC, as borrower, and Wells Fargo Bank International Unlimited Company, as Gloss Lender.
SECTION 2. Amendment Effective Date. This Amendment and its provisions shall become effective on the date first set forth above (the Amendment Effective Date), which is the date that this Amendment was executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor, along with the delivery of bring down letters affirming the opinions as to corporate and enforceability matters provided to Buyer on the Closing Date, each dated as of the Amendment Effective Date.
SECTION 3. Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as of the Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions and its undertakings and obligations set forth in the Repurchase Agreement and each other Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.
SECTION 4. Acknowledgments of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery of this Amendment and agrees that it continues to be bound by that certain Guarantee Agreement, dated as of March 13, 2014 (the Guarantee Agreement), made by Guarantor in favor of Buyer, notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein, and (b) that, as of the date hereof Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the other Repurchase Documents.
SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment Effective Date, each (x) reference therein and herein to the Repurchase Documents shall be deemed to include, in any event, this Amendment, (y) each reference to the Repurchase Agreement in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby, and (z) each reference in the Repurchase Agreement to this Agreement, this Repurchase Agreement, this Amended and Restated Repurchase Agreement, hereof, herein or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement, as amended by this Amendment.
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SECTION 6. No Novation, Effect of Agreement. Seller and Buyer have entered into this Amendment solely to amend the terms of the Repurchase Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Seller, Guarantor or Pledgor (the Repurchase Parties) under or in connection with the Repurchase Agreement, the Fee Letter, the Pledge and Security Agreement or any of the other Repurchase Documents to which any Repurchase Party is a party. It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Repurchase Agreement and the Pledge and Security Agreement are preserved, (ii) the liens and security interests granted under the Repurchase Agreement and the Pledge and Security Agreement continue in full force and effect, and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be deemed to also reference this Amendment.
SECTION 7. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 8. Expenses. Seller and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SELLER:
PARLEX 5 FINCO, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer | ||
Title: Executive Vice President, Capital |
||
Markets, and Treasurer |
[Signature Page to Amendment No. 11 to Amended and Restated MRA]
BUYER:
WELLS FARGO BANK, N.A., a national banking association |
||
By: |
/s/ Allen Lewis |
|
Name: Allen Lewis | ||
Title: Managing Director |
KENSINGTON BUYER: |
||
In its capacity as an Other Facility Buyer, and solely for purposes of acknowledging and agreeing to Section 11.01(b) of the Repurchase Agreement: |
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association |
||
By: |
/s/ Allen Lewis |
|
Name: Allen Lewis |
||
Title: Managing Director |
[Signature Page to Amendment No. 11 to Amended and Restated MRA]
GLOSS LENDER:
In its capacity as an Other Facility Buyer, and solely for purposes of acknowledging and agreeing to Section 11.01(b) of the Repurchase Agreement:
WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY |
||
By: |
/s/ Sarah Stafford |
|
Name: Sarah Stafford | ||
Title: Director |
[Signature Page to Amendment No. 11 to Amended and Restated MRA]
With respect to the acknowledgments set forth in Section 4 herein:
GUARANTOR:
BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation |
||
By: |
/s/ Douglas Armer |
|
Name: Douglas Armer | ||
Title: Executive Vice President, Capital | ||
Markets and Treasurer |
[Signature Page to Amendment No. 11 to Amended and Restated MRA]
Exhibit 10.3
Execution Version
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENT
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENT, dated as of February 19, 2020 (this Amendment), among PARLEX 1 FINANCE, LLC (Seller) and BANK OF AMERICA, N.A., a national banking association (Buyer). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of May 21, 2013, as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of September 23, 2013, as further amended by that certain Joinder Agreement, also dated as of September 23, 2013, as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of June 30, 2014, as further amended by that certain Amendment No. 3 to Master Repurchase Agreement, dated as of March 27, 2015, as further amended by that certain Joinder Termination Agreement dated as of March 25, 2016, as further amended by that certain Amendment No. 4 to Master Repurchase Agreement, also dated as of March 25, 2016, as further amended by that certain Amendment No. 5 to Master Repurchase Agreement, dated as of December 21, 2017, as further amended by that certain Amendment No. 6 to Master Repurchase Agreement, dated as of March 30, 2018, and as further amended by that certain Amendment No. 7 to Master Repurchase Agreement, dated as of December 19, 2019 (as amended hereby and as may be further amended, restated, supplemented, or otherwise modified and in effect from time to time, the Repurchase Agreement); and
WHEREAS, Seller and Buyer have agreed to amend certain provisions of the Repurchase Agreement in the manner set forth herein, and Blackstone Mortgage Trust Inc. (Guarantor) has agreed to make the acknowledgements set forth herein.
Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer each hereby agree as follows:
SECTION 1. Amendments to Repurchase Agreement.
(a) Section 2 of the Repurchase Agreement is hereby amended by inserting the following new defined terms in correct alphabetical order:
Additional CLO Participated Loan shall mean a Purchased Loan which is a certificated senior pari passu controlling participation interest in a Mortgage Loan or Mezzanine Loan and/or certificated senior pari passu participation interest in a Mortgage Loan or Mezzanine Loan responsible for all future funding obligations under such Mortgage Loan or Mezzanine Loan, in each case to the extent that, as of the Purchase Date for such Purchased Loan, a corresponding non-controlling senior pari passu participation interest is an asset of a securitization transaction.
(b) The terms, CLO Participated Purchased Loans, CLO Servicer Notice, CLO Servicing Agreement and Participation Agreement, each as set forth in Section 2 of the Repurchase Agreement, are each hereby amended and restated in their entirety to read as follows:
CLO Participated Purchased Loans shall mean (i) each of the Woolworth Building Mortgage Loan Participation, the Woolworth Building Mezzanine Loan Participation, the Atlanta Plaza Mortgage Participation, the Metropolitan Portfolio III Mortgage Participation and the Brea Campus Mortgage Participation, each as identified in the related Confirmations therefor, dated as of December 21, 2017, (ii) each of Participation A-1 and Participation A-3 in LBA Distribution Portfolio and Participation A-1 and Participation A-3 in Wynwood 25, each as identified in the related Confirmation therefor, dated as of February 19, 2020, and (iii) each Additional CLO Participated Purchased Loan, each as identified in the related Confirmation therefor.
CLO Servicer Notice shall mean (i) with respect to each CLO Participated Purchased Loan identified in clause (i) of the definition thereof, that certain Servicer Notice and Irrevocable Instruction Letter, dated as of December 21, 2017, by and among Buyer, Seller, Midland Loan Services, Inc., a Division of PNC National Association, as servicer, and CT Investment Management Co., LLC, as special servicer, (ii) with respect to each CLO Participated Purchased Loan identified in clause (ii) of the definition thereof, that certain Servicer Notice and Irrevocable Instruction Letter, dated as of February 19, 2020, by and among Buyer, Seller, Midland Loan Services, Inc., a Division of PNC National Association, as servicer, and CT Investment Management Co., LLC, as special servicer, and (iii) with respect to each Additional CLO Participated Purchased Loan, the servicer notice and irrevocable instruction letter entered into in connection with the corresponding Transaction on the Purchase Date therefor, each as the same may be amended, supplemented or otherwise modified from time to time.
CLO Servicing Agreement shall mean (i) with respect to each CLO Participated Purchased Loan identified in clause (i) of the definition thereof, that certain Servicing Agreement, dated as of December 21, 2017, by and among BXMT 2017-FL1, Ltd., as issuer, Wells Fargo Bank, National Association, as trustee and as note administrator, 42-16 CLO L Sell, LLC, as advancing agent, Midland Loan Services, Inc., a Division of PNC National Association, as servicer, CT Investment Management Co., LLC, as special servicer, and Park Bridge Lender Services LLC, as operating advisor, (ii) with respect to each CLO Participated Purchased Loan identified in clause (ii) of the definition thereof, that certain Servicing Agreement, dated as of February 19, 2020, by and among BXMT 2020-FL2, Ltd., as issuer, Wells Fargo Bank, National Association, as note administrator, Wilmington Trust, National Association, as trustee, 42-16 CLO L Sell, LLC, as advancing agent, Midland Loan Services, Inc., a Division of PNC National Association, as servicer, and CT Investment Management Co., LLC, as special servicer, and (iii) with respect to each Additional CLO Participated Purchased Loan, the servicing agreement entered into in connection with the corresponding securitization transaction, each as the same may be amended, supplemented or otherwise modified from time to time.
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Participation Agreement shall mean (i) with respect to each CLO Participated Purchased Loan identified in clause (i) of the definition thereof, each Participation Agreement and Future Funding Indemnification Agreement, dated as of December 21, 2017, by and among 42-16 CLO L Sell, LLC, as Lender and as the Initial Participation A-2 Holder, Seller, as the Initial Participation A-1 Holder, Guarantor, as the Future Funding Indemnitor, and Wells Fargo Bank, National Association, as the Participation Custodial Agent, entered into in respect of each such CLO Participated Purchased Loan, (ii) with respect to each CLO Participated Purchased Loan identified in clause (ii) of the definition thereof, each Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and as the Initial Participation A-2 Holder, Seller, as the Initial Participation A-1 Holder and the Initial Participation A-3 Holder, and Guarantor, as the Future Funding Indemnitor, entered into in respect of each such CLO Participated Purchased Loan, and (iii) with respect to each Additional CLO Participated Purchased Loan, the participation agreement pursuant to which such Additional CLO Participated Purchased Loan was issued, as each may be amended, supplemented or otherwise modified and in effect from time to time.
(c) The definition of Significant Modification, as set forth in Section 2 of the Repurchase Agreement, is hereby amended by amending and restating the last sentence thereof in its entirety to read as follows:
For the avoidance of doubt, with respect to any CLO Participated Purchased Loan, the term Significant Modification shall include, without limitation, (a) any increase to the principal balance of any Senior Interest or Loan Participation or the related Mortgage Loan or Mezzanine Loan, applicable, other than as a result of any future funding by Seller as required under the Purchased Loan Documents without giving effect to amendments or modifications without the consent of Buyer (other than amendments required in connection with such required future fundings by Seller as permitted pursuant to the Agreement) and (b) any increase to the amount of future funding obligations required to be advanced by the lender to the applicable Underlying Obligor under any Purchased Loan Document, but in each case shall be deemed to exclude any modification or amendment (including, without limitation (but subject to any other applicable provisions of this Agreement), a reduction in the aggregate outstanding principal balance of any CLO Participation Participated Purchased Loan, and a corresponding increase in the aggregate outstanding principal balance of any other senior pari passu participation interest in the related underlying Mortgage Loan or Mezzanine Loan, as applicable, via ledger entry) in connection with any reallocation of all or any portion of the principal balance of any CLO Participated Purchased Loan to any other senior pari passu participation interest in the underlying Mortgage Loan or Mezzanine Loan, as applicable, related to such CLO Participated Purchased Loan which other participation interest is included in a securitization transaction pursuant to Section 29(a), (b) and/or (c) of the Participation Agreement or such similar mechanic under any other related securitization documents.
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(d) Section 3(h)(iv) of the Repurchase Agreement is hereby further amended by inserting the following new sentence at the end thereof:
Notwithstanding the foregoing, in connection with the repurchase on December 21, 2017, February 19, 2020 or on the Purchase Date for any Additional CLO Participated Loan of any Mortgage Loan, Mezzanine Loan or Senior Interest therein, as applicable, that is an underlying Mortgage Loan, Mezzanine Loan or Senior Interest therein, as applicable, in respect of a CLO Participated Purchased Loan, the Exit Fee otherwise payable hereunder shall be reduced by an amount equal to the product of (a) 0.50% and (b) the Maximum Purchase Price of the applicable CLO Participated Purchased Loan in effect as of the Purchase Date therefor.
SECTION 2. Effectiveness. This Amendment shall become effective on the date first set forth above (the Amendment Effective Date), which is the date on which this Amendment is executed and delivered by a duly authorized officer of each of Seller and Buyer and acknowledged and agreed by Guarantor, along with delivery to Buyer of such other documents as Buyer reasonably requested prior to the Amendment Effective Date.
SECTION 3. Compliance with Transaction Documents. On and as of the date first above written, Seller hereby represents and warrants to Buyer that (a) it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, (b) after giving effect to this Amendment, no Default or Event of Default under the Repurchase Agreement has occurred and is continuing, and (c) after giving effect to this Amendment, the representations and warranties contained in Section 10 of the Repurchase Agreement are true and correct in all material respects as though made on such date (except for any such representation or warranty that by its terms refers to a specific date other than the date first above written, in which case it shall be true and correct in all material respects as of such other date).
SECTION 4. Acknowledgements of Seller. Seller hereby acknowledges that, as of the date hereof, Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Transaction Documents.
SECTION 5. Acknowledgments of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery of this Amendment, and agrees that it continues to be bound by the Guaranty to the extent of the Obligations (as defined therein), notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein, and (b) that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guaranty and each of the other Transaction Documents.
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SECTION 6. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references in the Repurchase Agreement to the Agreement and the Transaction Documents shall be deemed to include, in any event, this Amendment. Each reference to the Repurchase Agreement in any of the Transaction Documents shall be deemed to be a reference to the Repurchase Agreement as amended by this Amendment.
SECTION 7. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 8. Expenses. Seller agrees to pay and reimburse Buyer for all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with the preparation, execution and delivery of this Amendment in accordance with Section 20(b) of the Repurchase Agreement.
SECTION 9. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
[Remainder of page intentionally left blank; Signatures follow on next page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
BUYER: |
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BANK OF AMERICA, N.A., |
||
a national banking association |
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By: |
/s/ Steven Wasser |
|
Name: Steven Wasser |
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Title: Managing Director |
[Signature Page to Amendment No. 8 to Master Repurchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SELLER:
PARLEX 1 FINANCE, LLC, a Delaware limited liability company |
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By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets, and Treasurer |
[Signature Page to Amendment No. 8 Master Repurchase Agreement]
Acknowledged and Agreed:
BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation, in its capacity as Guarantor, and solely for purposes of acknowledging and agreeing to the terms of this Amendment: |
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By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer |
||
Title: Executive Vice President, Capital Markets and Treasurer |
[Signature Page to Amendment No. 8 Master Repurchase Agreement]
Exhibit 10.4
Execution Version
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER
REPURCHASE AGREEMENT
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this Amendment), dated as of February 19, 2020 (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 amended by that certain First Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated as of June 7, 2019, by and among Seller, Guarantor and Buyer, and as further amended by that certain Second Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated as of July 16, 2019, by and among Seller, Guarantor and Buyer (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 Repurchase Agreement is hereby modified as of the Effective Date as follows:
(a) The definition of Concentration Limit is hereby deleted in its entirety and replaced as follows:
Concentration Limit shall mean, unless otherwise agreed to in writing by Buyer (including, without limitation, in a Confirmation), the test that shall be satisfied at any applicable date of determination, if the aggregate outstanding Purchase Price with respect to all Purchased Loans which are Participation Interests shall not exceed 33% of the Facility Amount (i) which outstanding Purchase Price for Foreign Purchased Loans shall for purposes of such calculations be converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan, and (ii) excluding for purposes of such calculation each CLO Participation A-1 or Additional CLO Participation issued pursuant to a CLO Participation Agreement for which no Concentration Limit shall be applicable.
(b) The definition of CLO is hereby deleted in its entirety and replaced as follows:
CLO shall mean any collateral loan obligation bond transaction issued pursuant to a CLO Indenture.
(c) The definition of CLO Indenture is hereby deleted in its entirety and replaced as follows:
CLO Indenture shall mean (i) with respect to each CLO Participation A-1 known as SunTrust Center, Douglas Entrance and Ambassador Waikiki II (each of which was (A) previously subject to a Transaction hereunder (the Purchase Date for which was December 21, 2017), (B) repurchased by Seller on February 19, 2020 in order for a portion thereof to collateralize the CLO issued by BXMT 2020-FL2, Ltd. and BXMT 2020-FL2, LLC on February 19, 2020, and (C) the remaining portion of which was purchased by Buyer from Seller in a new Transaction hereunder on February 19, 2020), (x) that certain Indenture, dated as of December 21, 2017 by and among BXMT 2017-FL1, Ltd., as Issuer, BXMT 2017-FL1, LLC, as Co-Issuer, 42-16 CLO L SELL, LLC, as Advancing Agent and Wells Fargo Bank, National Association as Trustee and as Note Administrator (in relation to each CLO Participation A-2 related thereto) and (y) that certain Indenture, dated as of February 19, 2020 by and among BXMT 2020-FL2, Ltd., as Issuer, BXMT 2020-FL2, LLC, as Co-Issuer, 42-16 CLO L SELL, LLC, as Advancing Agent and Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Note Administrator (in relation to each Participation A-3 issued in the corresponding Whole Loan on February 19, 2020); (ii) with respect to each CLO Participation A-1 and/or Additional CLO Participation the Purchase Date for which is February 19, 2020 (other than those described in the foregoing clause (i)), that certain Indenture, dated as of February 19, 2020 by and among BXMT 2020-FL2, Ltd., as Issuer, BXMT 2020-FL2, LLC, as Co-Issuer, 42-16 CLO L SELL, LLC, as Advancing Agent and Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Note
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Administrator; and (iii) with respect to each other Additional CLO Participation, the indenture entered into for the corresponding Additional CLO Non-Controlling Participations in connection with the corresponding CLO, each as the same may be amended, modified and/or restated from time to time.
(d) The definition of CLO Servicing Agreement is hereby deleted in its entirety and replaced as follows:
CLO Servicing Agreement shall have the meaning assigned to the term Servicing Agreement in the applicable CLO Participation Agreements, as the same may be amended, modified and/or restated from time to time.
(e) The definition of CLO Participation A-1 is hereby deleted in its entirety and replaced as follows:
CLO Participation A-1 shall have the meaning assigned to the term Participation A-1 in each applicable CLO Participation Agreement. For the avoidance of doubt, (x) each Participation A-1 issued on December 21, 2017 and for which the Purchase Date is December 21, 2017 in respect of the Whole Loans known as SunTrust Center, Douglas Entrance and Ambassador Waikiki II, (y) each Amended Participation A-1 issued on February 19, 2020 and for which the Purchase Date is February 19, 2020 in respect of the Whole Loans known as SunTrust Center, Douglas Entrance and Ambassador Waikiki II and (z) each Participation A-1 issued on February 19, 2020 and for which the Purchase Date is February 19, 2020 in respect of the Whole Loans known as Bank of America Plaza, Northbridge Centre, Flager, Carneros Resort and Spa, 360 Spear Street and LBA Distribution Portfolio II shall constitute CLO Participation A-1s for all purposes of the Transaction Documents.
(c) The definition of CLO Participation A-2 is hereby deleted in its entirety and replaced as follows:
CLO Participation A-2 shall have the meaning assigned to the term Participation A-2 in each applicable CLO Participation Agreement.
(f) The definition of CLO Participation Agreements is hereby deleted in its entirety and replaced as follows:
CLO Participation Agreements shall mean, individually or collectively as the context requires and as applicable to each CLO Participation A-1, Additional CLO Participation and/or Additional Non-Controlling CLO Participation, that certain:
(i) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Bank of America Plaza,
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(ii) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Northbridge Centre,
(iii) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Flagler,
(iv) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Carneros Resort and Spa,
(v) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as 360 Spear Street,
(vi) Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder and Initial Participation A-3 Holder, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as LBA Distribution Portfolio II,
(vii) Participation Agreement and Future Funding Indemnification Agreement, dated as of December 21, 2017, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, as amended by, inter alia, that certain Second Amendment to Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Participation A-3 Holder, BXMT 2017-FL1, Ltd., as Participation A-2 Holder, Seller, as Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as SunTrust Center,
4
(viii) Participation Agreement and Future Funding Indemnification Agreement, dated as of December 21, 2017, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, as amended by, inter alia, that certain Second Amendment to Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Participation A-3 Holder, BXMT 2017-FL1, Ltd., as Participation A-2 Holder, Seller, as Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Douglas Entrance,
(ix) Participation Agreement and Future Funding Indemnification Agreement, dated as of December 21, 2017, by and among 42-16 CLO L Sell, LLC, as Lender and Initial Participation A-2 Holder, Seller, as Initial Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, as amended by, inter alia, that certain Fifth Amendment to Participation Agreement and Future Funding Indemnification Agreement, dated as of February 19, 2020, by and among 42-16 CLO L Sell, LLC, as Lender and Participation A-3 Holder, BXMT 2017-FL1, Ltd., as Participation A-2 Holder, Seller, as Participation A-1 Holder, Wells Fargo Bank, National Association, as Participation Custodial Agent, and Guarantor, as Future Funding Indemnitor, with respect to the Purchased Loan known as Ambassador Waikiki II, and
(x) the participation agreement entered into in connection with the corresponding CLO with respect to each Additional CLO Participation, as each may be amended, modified and/or restated from time to time.
(g) The definition of Servicing Agreement is hereby deleted in its entirety and replaced as follows:
Servicing Agreement shall mean, individually or collectively, as the context may require (a) other than with respect to each CLO Participation A-1 or Additional CLO Participation issued pursuant to a CLO Participation Agreement, (i) that certain Servicing Agreement, dated as of June 12, 2013, among Parlex 2, Buyer and Servicer, as the same may be amended, modified and/or restated from time to time, (ii) that certain Servicing Agreement, dated as of January 31, 2014, among Parlex 2A, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (iii) that certain Servicing Agreement, dated as of the Second Amendment and Restatement Date, among Parlex 2 UK, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (iv) that certain Servicing Agreement, dated as of the Second Amendment and Restatement Date, among Parlex 2 EUR, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (v) that certain Servicing
5
Agreement, dated as of the Third Amendment and Restatement Date, among Parlex 2 AU, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (vi) that certain Servicing Agreement, dated as of the Fourth Amendment and Restatement Date, among Parlex 2 CAD, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, and (vii) any other servicing agreement entered into by a Seller, Buyer and any Servicer approved by Buyer for the servicing of Purchased Loans, as the same may be amended, modified and/or restated from time to time, and (b) with respect to each CLO Participation A-1 or Additional CLO Participation, as applicable, issued pursuant to a CLO Participation Agreement, (x) for so long as the corresponding CLO Participation A-2 and/or Additional CLO Non-Controlling Participation, as applicable, is an asset of the applicable CLO, the corresponding CLO Servicing Agreement and (y) at any time such corresponding CLO Participation A-2 and/or Additional CLO Non-Controlling Participation, as applicable, is not an asset of such CLO, the servicing agreement entered into in accordance with the applicable CLO Participation Agreement.
(h) The definition of Significant Purchased Loan Modification is hereby modified by amending and restating the proviso at the end of such definition as follows:
provided, however, that this definition of Significant Purchased Loan Modification shall not include any modification or amendment to any Purchased Loan Document (including, without limitation, a reduction in the aggregate outstanding principal balance of the applicable CLO Participation A-1 and/or Additional CLO Participation, and a corresponding increase in the aggregate outstanding principal balance of the corresponding CLO Participation A-2 and/or Additional CLO Non-Controlling Participation via ledger entry) solely in connection with the reallocation of a portion of the principal balance of a CLO Participation A-1 and/or Additional CLO Participation to the corresponding CLO Participation A-2 and/or Additional CLO Non-Controlling Participation pursuant to Section 29(a), (b) and/or (c) or comparable provision of the applicable CLO Participation Agreement in order to implement a replenishment pursuant to Section 12.2 or comparable provision of the corresponding CLO Indenture, so long as such reallocation is implemented in connection with (x) an early repurchase consummated in accordance with Section 3(d) of this Agreement or (y) a pro rata reduction in the outstanding Purchase Price of the relevant Purchased Loan.
(i) The following defined terms are hereby added to Section 2 of the Repurchase Agreement in their appropriate alphabetical location as follows:
Additional CLO Participation shall mean a Purchased Loan which is a certificated controlling participation interest in a Whole Loan and/or certificated participation interest in a Whole Loan responsible for all future funding obligations under such Whole Loan, in each case to the extent that, as of the Purchase Date for such Purchased Loan, a corresponding Additional CLO Non-Controlling Participation is an asset of the
6
corresponding CLO. For the avoidance of doubt, each Participation A-3 issued on February 19, 2020 in respect of the Whole Loans known as Bank of America Plaza, Northbridge Centre, Carneros Resort and Spa, 360 Spear Street and LBA Distribution Portfolio II shall constitute Additional CLO Participations for all purposes of the Transaction Documents.
Additional CLO Non-Controlling Participation shall mean a certificated non-controlling participation in a Whole Loan in which an Additional CLO Participation has been issued pursuant to a CLO Participation Agreement. For the avoidance of doubt, each Participation A-3 issued on February 19, 2020 in respect of the Whole Loans known as SunTrust Center, Douglas Entrance and Ambassador Waikiki II shall constitute Additional CLO Non-Controlling Participations for all purposes of the Transaction Documents.
(j) Early Repurchase: Section 3(d) of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
(d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole or in part (but in the case of a termination in part, solely in connection with the reallocation of a portion of the principal balance of CLO Participation A-1 and/or Additional CLO Participation to the corresponding CLO Participation A-2 and/or Additional CLO Non-Controlling Participation pursuant to Section 29(a), (b) and/or (c) (or equivalent section) of the applicable CLO Participation Agreement in order to implement a replenishment pursuant to Section 12.2 (or equivalent section) of the applicable CLO Indenture), and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an Early Repurchase Date); provided, however, that:
(i) |
Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date, |
(ii) |
on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for such Transaction, (y) the Exit Fee, if any, then due and payable with respect to such Transaction pursuant to the Fee Agreement (provided, however, that no Exit Fee shall be due and payable in connection with a termination of a Transaction by Seller either (x) in part or (y) in whole in connection with a severing of CLO Participation A-1 and/or Additional CLO Participation into multiple participations representing the funded portion of CLO Participation A-1 and/or Additional CLO Participation following which a severed portion is reallocated to the corresponding CLO Participation A-2 and/or Additional |
7
CLO Non-Controlling Participation and the other severed portion is the subject of a new Transaction under this Agreement) and (z) any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction, in connection with the transfer to Seller or its agent of such Purchased Loan; provided, however, that no amounts shall be due and payable pursuant to Section 3(i)(ii) of this Agreement in connection with a termination of a Transaction by Seller in part or in whole in the circumstance described in the parenthetical to clause (ii)(y) above,
(iii) |
on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no unpaid Margin Deficit exists, and |
(iv) |
no Default or Event of Default shall have occurred and be continuing as of such Early Repurchase Date. |
Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date.
(k) Servicing: Section 29(f) of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
With respect to each CLO Participation A-1 and Additional CLO Participation issued pursuant to a CLO Participation Agreement, in the event of any inconsistency between the provisions of this Section 29 and of each applicable CLO Participation Agreement and the applicable CLO Servicing Agreement, the terms of such CLO Participation Agreement and such CLO Servicing Agreement shall control with respect to such CLO Participation A-1 and Additional CLO Participation, as applicable, only.
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.
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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.
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]
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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. |
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By: |
/s/ Richard B. Schlenger |
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Name: | Richard B. Schlenger | |
Title: | Authorized Signatory |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Third Amendment to Fourth Amended and Restated Master Repurchase Agreement]
SELLER:
PARLEX 2 FINANCE, LLC, a Delaware limited liability company
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By: |
/s/ Douglas N. Armer |
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Name: | Douglas N. Armer | |
Title: |
Executive Vice President, Capital | |
Markets, and Treasurer |
PARLEX 2A FINCO, LLC, a Delaware limited liability company
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By: |
/s/ Douglas N. Armer |
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Name: | Douglas N. Armer | |
Title: |
Executive Vice President, Capital | |
Markets, and Treasurer |
PARLEX 2 UK FINCO, LLC, a Delaware limited liability company
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||
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
|
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By: |
/s/ Douglas N. Armer |
|
Name: | Douglas N. Armer | |
Title: |
Executive Vice President, Capital | |
Markets, and Treasurer |
[Signature Page to Third Amendment to Fourth Amended and Restated Master Repurchase Agreement]
PARLEX 2 CAD FINCO, LLC, a Delaware limited liability company |
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By: |
/s/ Douglas N. Armer |
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Name: | Douglas N. Armer | |
Title: |
Executive Vice President, Capital | |
Markets, and Treasurer |
PARLEX 2 AU FINCO, LLC, a Delaware limited liability company
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By: |
/s/ Douglas N. Armer |
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Name: | Douglas N. Armer | |
Title: |
Executive Vice President, Capital | |
Markets, and Treasurer |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Third Amendment to Fourth Amended and Restated Master Repurchase Agreement]
GUARANTOR:
BLACKSTONE MORTGAGE TRUST, INC.,
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By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer | ||
Title: Executive Vice President, Capital | ||
Markets and Treasurer |
[Signature Page to Third Amendment to Fourth Amended and Restated Master Repurchase Agreement]
Exhibit 10.5
EXECUTION VERSION
AMENDMENT NO. 12 TO AMENDED AND RESTATED MASTER REPURCHASE
AND SECURITIES CONTRACT
AMENDMENT NO. 12 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of March 13, 2020 (this Amendment), between PARLEX 5 FINCO, LLC, a Delaware limited liability company (Seller) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014 (as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 23, 2014, as further amended by that certain Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2015, as further amended by that certain Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated as of April 14, 2015, as further amended by that certain Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2016, as further amended by that certain Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, as further amended by that certain Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2017, as further amended by that certain Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, as further amended by that certain Amendment No. 8 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2018, as further amended by that certain Amendment No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 21, 2018, as further amended by that certain Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract, dated as of November 13, 2019, as further amended by that certain Amendment No. 11 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 23, 2019, as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the Repurchase Agreement);
WHEREAS, Seller has requested, and Buyer has agreed, to amend the Repurchase Agreement as set forth in this Amendment and Blackstone Mortgage Trust, Inc. (Guarantor) agrees to make the acknowledgements set forth herein.
Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
SECTION 1. Amendment to Repurchase Agreement. The defined term Funding Expiration Date, as set forth in Article 2 of the Repurchase Agreement, is hereby amended and restated in its entirety to read as follows:
Funding Expiration Date: March 13, 2021; provided that, in the event that Seller requests an extension of the Funding Expiration Date, such request may be approved or denied by Buyer for any reason or for no reason, as determined in Buyers sole and absolute discretion, and it is expressly acknowledged and agreed that Buyer has no obligation to consider or grant any such request.
SECTION 2. Amendment Effective Date. This Amendment and its provisions shall become effective on the date first set forth above (the Amendment Effective Date), which is the date that this Amendment was executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor, along with the delivery of bring down letters affirming the opinions as to corporate, enforceability and bankruptcy matters provided to Buyer on the Closing Date, each dated as of the Amendment Effective Date.
SECTION 3. Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as of the Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions and its undertakings and obligations set forth in the Repurchase Agreement and each other Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.
SECTION 4. Acknowledgments of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery of this Amendment and agrees that it continues to be bound by that certain Guarantee Agreement, dated as of March 13, 2014 (the Guarantee Agreement), made by Guarantor in favor of Buyer, notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein, and (b) that, as of the date hereof Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the other Repurchase Documents.
SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment Effective Date, each (x) reference therein and herein to the Repurchase Documents shall be deemed to include, in any event, this Amendment, (y) each reference to the Repurchase Agreement in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby, and (z) each reference in the Repurchase Agreement to this Agreement, this Repurchase Agreement, this Amended and Restated Repurchase Agreement, hereof, herein or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement, as amended by this Amendment.
-2-
SECTION 6. No Novation, Effect of Agreement. Seller and Buyer have entered into this Amendment solely to amend the terms of the Repurchase Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Seller, Guarantor or Pledgor (the Repurchase Parties) under or in connection with the Repurchase Agreement, the Fee Letter, the Pledge and Security Agreement or any of the other Repurchase Documents to which any Repurchase Party is a party. It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Repurchase Agreement and the Pledge and Security Agreement are preserved, (ii) the liens and security interests granted under the Repurchase Agreement and the Pledge and Security Agreement continue in full force and effect, and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be deemed to also reference this Amendment.
SECTION 7. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 8. Expenses. Seller and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SELLER:
PARLEX 5 FINCO, LLC, a Delaware limited liability company |
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By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer | ||
Title: Executive Vice President, Capital |
||
Markets, and Treasurer |
[Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract]
BUYER:
WELLS FARGO BANK, N.A., a national banking association |
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By: |
/s/ Allen Lewis |
|
Name: Allen Lewis | ||
Title: Managing Director |
[Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract]
With respect to the acknowledgments set forth in Section 4 herein:
GUARANTOR:
BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation |
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By: |
/s/ Douglas N. Armer |
|
Name: Douglas N. Armer | ||
Title: Executive Vice President, Capital | ||
Markets, and Treasurer |
[Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract]
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: April 28, 2020 |
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/s/ Stephen D. Plavin |
||||||
Stephen D. Plavin |
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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: April 28, 2020 | ||||||
/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 March 31, 2020 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 |
April 28, 2020
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 March 31, 2020 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 |
April 28, 2020 |
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.