☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
94-6181186
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange
on which registered
|
||
Class A common stock, par value $0.01 per share
|
BXMT
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|||
Non-accelerated
filer
|
☐
|
Smaller reporting company
|
☐
|
|||
Emerging growth company
|
☐
|
PART I.
|
||||||
ITEM 1.
|
3 | |||||
Consolidated Financial Statements (Unaudited):
|
||||||
3 | ||||||
4 | ||||||
5 | ||||||
6 | ||||||
8 | ||||||
10
|
||||||
ITEM 2.
|
49 | |||||
ITEM 3.
|
74 | |||||
ITEM 4.
|
77 | |||||
PART II.
|
||||||
ITEM 1.
|
79 | |||||
ITEM 1A.
|
79 | |||||
ITEM 2.
|
79 | |||||
ITEM 3.
|
79 | |||||
ITEM 4.
|
79 | |||||
ITEM 5.
|
79 | |||||
ITEM 6.
|
80 | |||||
81 |
September 30,
|
December 31,
|
|||||||
2020
|
2019
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 427,028 | $ | 150,090 | ||||
Loans receivable
|
16,468,703 | 16,164,801 | ||||||
Current expected credit loss reserve
|
(177,026 | ) | — | |||||
|
|
|
|
|||||
Loans receivable, net
|
16,291,677 | 16,164,801 | ||||||
Other assets
|
158,099 | 236,980 | ||||||
|
|
|
|
|||||
Total Assets
|
$ | 16,876,804 | $ | 16,551,871 | ||||
|
|
|
|
|||||
Liabilities and Equity
|
||||||||
Secured debt agreements, net
|
$ | 8,973,810 | $ | 10,054,930 | ||||
Securitized debt obligations, net
|
2,168,083 | 1,187,084 | ||||||
Secured term loans, net
|
1,043,441 | 736,142 | ||||||
Convertible notes, net
|
615,541 | 613,071 | ||||||
Other liabilities
|
171,977 | 175,963 | ||||||
|
|
|
|
|||||
Total Liabilities
|
12,972,852 | 12,767,190 | ||||||
|
|
|
|
|||||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
||||||||
Class A common stock, $0.01 par value, 400,000,000 shares authorized and 146,197,290 shares issued and outstanding as of September 30, 2020, and 200,000,000 shares authorized and 135,003,662 shares issued and outstanding as of December 31, 2019
|
1,462 | 1,350 | ||||||
Additional
paid-in
capital
|
4,693,982 | 4,370,014 | ||||||
Accumulated other comprehensive income (loss)
|
9,645 | (16,233 | ) | |||||
Accumulated deficit
|
(821,725 | ) | (592,548 | ) | ||||
|
|
|
|
|||||
Total Blackstone Mortgage Trust, Inc. stockholders’ equity
|
3,883,364 | 3,762,583 | ||||||
Non-controlling
interests
|
20,588 | 22,098 | ||||||
|
|
|
|
|||||
Total Equity
|
3,903,952 | 3,784,681 | ||||||
|
|
|
|
|||||
Total Liabilities and Equity
|
$ | 16,876,804 | $ | 16,551,871 | ||||
|
|
|
|
|||||
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||
Income from loans and other investments
|
||||||||||||||||
Interest and related income
|
$ | 193,939 | $ | 213,873 | $ | 590,797 | $ | 662,001 | ||||||||
Less: Interest and related expenses
|
78,978 | 111,957 | 268,070 | 347,536 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from loans and other investments, net
|
114,961 | 101,916 | 322,727 | 314,465 | ||||||||||||
Other expenses
|
||||||||||||||||
Management and incentive fees
|
18,985 | 17,502 | 58,758 | 58,276 | ||||||||||||
General and administrative expenses
|
11,242 | 9,741 | 34,320 | 28,951 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other expenses
|
30,227 | 27,243 | 93,078 | 87,227 | ||||||||||||
Decrease (increase) in current expected credit loss reserve
|
|
|
6,055
|
|
|
|
—
|
|
|
|
(173,466
|
)
|
|
|
—
|
|
Income before income taxes
|
90,789 | 74,673 | 56,183 | 227,238 | ||||||||||||
Income tax provision (benefit)
|
20 | (721 | ) | 192 | (573 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income
|
90,769 | 75,394 | 55,991 | 227,811 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to
non-controlling
interests
|
(909 | ) | (497 | ) | (1,937 | ) | (1,176 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 89,860 | $ | 74,897 | $ | 54,054 | $ | 226,635 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per share of common stock basic and diluted
|
$ | 0.61 | $ | 0.56 | $ | 0.39 | $ | 1.76 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted-average shares of common stock outstanding, basic and diluted
|
146,484,651 | 134,536,683 | 140,157,620 | 128,485,701 | ||||||||||||
|
|
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Net income
|
$ | 90,769 | $ | 75,394 | $ | 55,991 | $ | 227,811 | ||||||||
Other comprehensive income
|
||||||||||||||||
Unrealized gain (loss) on foreign currency translation
|
62,656 | (39,961 | ) | 14,488 | (44,125 | ) | ||||||||||
Realized and unrealized (loss) gain on derivative financial instruments
|
(61,936 | ) | 35,987 | 11,390 | 44,953 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss)
|
720 | (3,974 | ) | 25,878 | 828 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income
|
91,489 | 71,420 | 81,869 | 228,639 | ||||||||||||
Comprehensive loss attributable to
non-controlling
interests
|
(909 | ) | (497 | ) | (1,937 | ) | (1,176 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 90,580 | $ | 70,923 | $ | 79,932 | $ | 227,463 | ||||||||
|
|
|
|
|
|
|
|
Blackstone Mortgage Trust, Inc.
|
||||||||||||||||||||||||||||
Class A
|
Additional
|
Accumulated Other
|
||||||||||||||||||||||||||
Common
|
Paid-In
|
Comprehensive
|
Accumulated
|
Stockholders’
|
Non-controlling
|
Total
|
||||||||||||||||||||||
Stock
|
Capital
|
(Loss) Income
|
Deficit
|
Equity
|
Interests
|
Equity
|
||||||||||||||||||||||
Balance at December 31, 2019
|
$ | 1,350 | $ | 4,370,014 | $ | (16,233 | ) | $ | (592,548 | ) | $ | 3,762,583 | $ | 22,098 | $ | 3,784,681 | ||||||||||||
Adoption of ASU
2016-13,
see Note 2
|
— | — | — | (17,565 | ) | (17,565 | ) | (85 | ) | (17,650 | ) | |||||||||||||||||
Shares of class A common stock issued, net
|
4 | — | — | — | 4 | — | 4 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 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 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Shares of class A common stock issued, net
|
108 | 297,491 | — | — | 297,599 | — | 297,599 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 8,527 | — | — | 8,527 | — | 8,527 | |||||||||||||||||||||
Dividends reinvested
|
— | 165 | — | (152 | ) | 13 | — | 13 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 125 | — | — | 125 | — | 125 | |||||||||||||||||||||
Other comprehensive loss
|
— | — | (9,323 | ) | — | (9,323 | ) | — | (9,323 | ) | ||||||||||||||||||
Net income
|
— | — | — | 17,544 | 17,544 | 961 | 18,505 | |||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
— | — | — | (90,642 | ) | (90,642 | ) | — | (90,642 | ) | ||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (3,447 | ) | (3,447 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2020
|
$ | 1,462 | $ | 4,685,159 | $ | 8,925 | $ | (820,783 | ) | $ | 3,874,763 | $ | 21,021 | $ | 3,895,784 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restricted class A common stock earned
|
— | 8,524 | — | — | 8,524 | — | 8,524 | |||||||||||||||||||||
Dividends reinvested
|
— | 174 | — | (160 | ) | 14 | — | 14 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 125 | — | — | 125 | — | 125 | |||||||||||||||||||||
Other comprehensive income
|
— | — | 720 | — | 720 | — | 720 | |||||||||||||||||||||
Net income
|
— | — | — | 89,860 | 89,860 | 909 | 90,769 | |||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
— | — | — | (90,642 | ) | (90,642 | ) | — | (90,642 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 323 | 323 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (1,665 | ) | (1,665 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2020
|
$ | 1,462 | $ | 4,693,982 | $ | 9,645 | $ | (821,725 | ) | $ | 3,883,364 | $ | 20,588 | $ | 3,903,952 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blackstone Mortgage Trust, Inc.
|
||||||||||||||||||||||||||||
Class A
|
Additional
|
Accumulated Other
|
||||||||||||||||||||||||||
Common
|
Paid-In
|
Comprehensive
|
Accumulated
|
Stockholders’
|
Non-controlling
|
Total
|
||||||||||||||||||||||
Stock
|
Capital
|
(Loss) Income
|
Deficit
|
Equity
|
Interests
|
Equity
|
||||||||||||||||||||||
Balance at December 31, 2018
|
$ | 1,234 | $ | 3,966,540 | $ | (34,222 | ) | $ | (569,428 | ) | $ | 3,364,124 | $ | 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
|
— | 7,639 | — | — | 7,639 | — | 7,639 | |||||||||||||||||||||
Dividends reinvested
|
— | 143 | — | (132 | ) | 11 | — | 11 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 125 | — | — | 125 | — | 125 | |||||||||||||||||||||
Other comprehensive income
|
— | — | 3,466 | — | 3,466 | — | 3,466 | |||||||||||||||||||||
Net income
|
— | — | — | 76,565 | 76,565 | 302 | 76,867 | |||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
— | — | — | (77,913 | ) | (77,913 | ) | — | (77,913 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 1,470 | 1,470 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (64 | ) | (64 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2019
|
$ | 1,257 | $ | 4,039,805 | $ | (30,756 | ) | $ | (570,908 | ) | $ | 3,439,398 | $ | 12,191 | $ | 3,451,589 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Shares of class A common stock issued, net
|
86 | 306,866 | — | — | 306,952 | — | 306,952 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 7,629 | — | — | 7,629 | — | 7,629 | |||||||||||||||||||||
Dividends reinvested
|
— | 146 | — | (138 | ) | 8 | — | 8 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 125 | — | — | 125 | — | 125 | |||||||||||||||||||||
Other comprehensive income
|
— | — | 1,336 | — | 1,336 | — | 1,336 | |||||||||||||||||||||
Net income
|
— | — | — | 75,174 | 75,174 | 377 | 75,551 | |||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
— | — | — | (83,259 | ) | (83,259 | ) | — | (83,259 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 17,158 | 17,158 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (664 | ) | (664 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
$ | 1,343 | $ | 4,354,571 | $ | (29,420 | ) | $ | (579,131 | ) | $ | 3,747,363 | $ | 29,062 | $ | 3,776,425 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restricted class A common stock earned
|
— | 7,629 | — | — | 7,629 | — | 7,629 | |||||||||||||||||||||
Dividends reinvested
|
— | 151 | — | (139 | ) | 12 | — | 12 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 125 | — | — | 125 | — | 125 | |||||||||||||||||||||
Other comprehensive loss
|
— | — | (3,974 | ) | — | (3,974 | ) | — | (3,974 | ) | ||||||||||||||||||
Net income
|
— | — | — | 74,897 | 74,897 | 497 | 75,394 | |||||||||||||||||||||
Dividends declared on common stock, $0.62 per share
|
— | — | — | (83,259 | ) | (83,259 | ) | — | (83,259 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 8,093 | 8,093 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (19,828 | ) | (19,828 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2019
|
$ | 1,343 | $ | 4,362,476 | $ | (33,394 | ) | $ | (587,632 | ) | $ | 3,742,793 | $ | 17,824 | $ | 3,760,617 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
||||||||||||
2020
|
2019
|
|||||||||||
Cash flows from operating activities
|
||||||||||||
Net income
|
$ | 55,991 | $ | 227,811 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||||||
Satisfaction of management and incentive fees in stock
|
19,277 | — | ||||||||||
Non-cash
compensation expense
|
25,978 | 23,276 | ||||||||||
Amortization of deferred fees on loans and debt securities
|
(43,516 | ) | (40,110 | ) | ||||||||
Amortization of deferred financing costs and premiums/discount on debt obligations
|
28,122 | 22,830 | ||||||||||
Increase in current expected credit loss reserve
|
173,466 | — | ||||||||||
Unrealized
(
gain
) loss
on assets denominated in foreign currencies, net
|
(648 | ) |
204
|
|||||||||
Unrealized gain on derivative financial instruments, net
|
(754 | ) |
(578
|
) | ||||||||
Realized
(
gain
) loss
on derivative financial instruments, net
|
(481 | ) |
246
|
|||||||||
Changes in assets and liabilities, net
|
||||||||||||
Other assets
|
8,713 | (3,518 | ) | |||||||||
Other liabilities
|
(4,852 | ) | (1,570 | ) | ||||||||
|
|
|
|
|||||||||
Net cash provided by operating activities
|
261,296 | 228,591 | ||||||||||
|
|
|
|
|||||||||
Cash flows from investing activities
|
||||||||||||
Origination and fundings of loans receivable
|
(1,489,101 | ) | (3,319,563 | ) | ||||||||
Principal collections and sales proceeds from loans receivable and debt securities
|
1,358,640 | 2,589,622 | ||||||||||
Origination and exit fees received on loans receivable
|
14,215 | 32,527 | ||||||||||
Receipts under derivative financial instruments
|
87,286 | 35,756 | ||||||||||
Payments under derivative financial instruments
|
(98,216 | ) | (4,650 | ) | ||||||||
Collateral deposited under derivative agreements
|
(255,830 | ) | (11,400 | ) | ||||||||
Return of collateral deposited under derivative agreements
|
277,280 | 9,090 | ||||||||||
|
|
|
|
|||||||||
Net cash used in investing activities
|
(105,726 | ) | (668,618 | ) | ||||||||
|
|
|
|
Nine Months Ended
September 30,
|
||||||||||||
2020
|
2019
|
|||||||||||
Cash flows from financing activities
|
||||||||||||
Borrowings under secured debt agreements
|
$ | 2,428,841 | $ | 2,950,456 | ||||||||
Repayments under secured debt agreements
|
(3,588,908 | ) | (3,048,960 | ) | ||||||||
Proceeds from issuance of collateralized loan obligations
|
1,243,125 | — | ||||||||||
Repayment of collateralized loan obligations
|
(253,260 | ) | — | |||||||||
Proceeds from sale of loan participations
|
— | 21,346 | ||||||||||
Repayment of loan participations
|
— | (115,874 | ) | |||||||||
Net proceeds from secured term
loan borrowings
|
315,438 | 498,750 | ||||||||||
Repayments of secured term loans
|
(6,428 | ) | (1,250 | ) | ||||||||
Payment of deferred financing costs
|
(34,726 | ) | (25,710 | ) | ||||||||
Contributions from
non-controlling
interests
|
8,431 | 26,721 | ||||||||||
Distributions to
non-controlling
interests
|
(11,793 | ) | (20,556 | ) | ||||||||
Net proceeds from issuance of class A common stock
|
278,322 | 372,329 | ||||||||||
Dividends paid on class A common stock
|
(258,264 | ) | (237,702 | ) | ||||||||
|
|
|
|
|||||||||
Net cash provided by financing activities
|
120,778 | 419,550 | ||||||||||
|
|
|
|
|||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
276,348 | (20,477 | ) | |||||||||
Cash and cash equivalents at beginning of period
|
150,090 | 105,662 | ||||||||||
Effects of currency translation on cash and cash equivalents
|
590 | (896 | ) | |||||||||
|
|
|
|
|||||||||
Cash and cash equivalents at end of period
|
$ | 427,028 | $ | 84,289 | ||||||||
|
|
|
|
|||||||||
Supplemental disclosure of cash flows information
|
||||||||||||
Payments of interest
|
$ | (242,564 | ) | $ | (324,013 | ) | ||||||
|
|
|
|
|||||||||
Payments of income taxes
|
$ | (146 | ) | $ | (205 | ) | ||||||
|
|
|
|
|||||||||
Supplemental disclosure of
non-cash
investing and financing activities
|
|
|||||||||||
Dividends declared, not paid
|
$ | (90,642 | ) | $ | (83,259 | ) | ||||||
|
|
|
|
|||||||||
Satisfaction of management and incentive fees in stock
|
$ | 19,277 | $ | — | ||||||||
|
|
|
|
|||||||||
Loan principal payments held by servicer, net
|
$ | 3,235 | $ | 56,843 | ||||||||
|
|
|
|
• |
U.S. Loans
|
• |
Non-U.S.
Loans
|
• |
Unique Loans
|
• |
Impaired Loans
collateral-dependent
loans. The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by our Manager. Actual losses, if any, could ultimately differ from these estimates.
|
Impact of ASU 2016-13
Adoption
|
||||
Assets:
|
||||
Loans
|
|
|||
U.S. Loans
|
$ | 8,955 | ||
Non-U.S.
Loans
|
3,631 | |||
Unique Loans
|
1,356 | |||
|
|
|||
CECL reserve on loans
|
$ | 13,942 | ||
|
|
|||
CECL reserve on
held-to-maturity
|
445 | |||
Liabilities:
|
||||
CECL reserve on unfunded loan commitments
|
3,263 | |||
|
|
|||
Total impact of ASU
2016-13
adoption on retained earnings
|
$ | 17,650 | ||
|
|
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, credit worthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by our Manager.
|
• |
Debt securities
held-to-maturity:
|
|
•
|
|
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 loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
|
|
•
|
|
Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices.
|
September 30, 2020
|
December 31, 2019
|
|||||||
Number of loans
|
123 | 128 | ||||||
Principal balance
|
$ | 16,553,358 | $ | 16,277,343 | ||||
Net book value
|
$ | 16,291,677 | $ | 16,164,801 | ||||
Unfunded loan commitments
(1)
|
$ | 3,330,847 | $ | 3,911,868 | ||||
Weighted-average cash coupon
(2)
|
L + 3.17 | % | L + 3.20 | % | ||||
Weighted-average
all-in
yield
(2)
|
L + 3.53 | % | L + 3.55 | % | ||||
Weighted-average maximum maturity (years)
(3)
|
3.3 | 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 September 30, 2020, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and $13.4 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 September 30, 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
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. Excludes loans accounted for under the cost-recovery method.
|
|||||
(3)
|
Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of September 30, 2020, 42% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 58% 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
|
1,489,101 | — | 1,489,101 | |||||||||
Loan repayments and sales
|
(1,301,862 | ) | — | (1,301,862 | ) | |||||||
Unrealized gain (loss) on foreign currency translation
|
88,776 | (320 | ) | 88,456 | ||||||||
Deferred fees and other items
|
— | (14,886 | ) | (14,886 | ) | |||||||
Amortization of fees and other items
|
— | 43,093 | 43,093 | |||||||||
|
|
|
|
|
|
|||||||
Loans Receivable, as of September 30, 2020
|
$ | 16,553,358 | $ | (84,655 | ) | $ | 16,468,703 | |||||
|
|
|
|
|
|
|||||||
CECL reserve
|
(177,026 | ) | ||||||||||
|
|
|||||||||||
Loans Receivable, net, as of September 30, 2020
|
$ | 16,291,677 | ||||||||||
|
|
|||||||||||
|
(1)
|
Other items primarily consist of purchase and sale discounts or premiums, exit fees, and deferred origination expenses.
|
September 30, 2020
|
||||||||||||||||
Property Type
|
Number of
Loans
|
Net Book
Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio
|
||||||||||||
Office
|
59 | $ | 9,688,444 | $ | 10,107,222 | 60% | ||||||||||
Hospitality
|
14 | 2,259,528 | 2,324,828 | 13 | ||||||||||||
Multifamily
|
33 | 1,843,950 | 1,914,879 | 11 | ||||||||||||
Industrial
|
7 | 873,714 | 877,510 | 5 | ||||||||||||
Retail
|
4 | 539,099 | 551,335 | 3 | ||||||||||||
Self-Storage
|
2 | 294,652 | 294,715 | 2 | ||||||||||||
Condominium
|
2 | 240,484 | 252,181 | 1 | ||||||||||||
Other
|
2 | 728,832 | 946,929 | 5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total loans receivable
|
123 | $ | 16,468,703 | $ | 17,269,599 | 100% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
CECL reserve
|
(177,026 | ) | ||||||||||||||
|
|
|||||||||||||||
Loans receivable, net
|
$ | 16,291,677 | ||||||||||||||
|
|
Geographic Location
|
Number of
Loans
|
Net Book
Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio
|
||||||||||||
United States
|
||||||||||||||||
Northeast
|
25 | $ | 4,240,179 | $ | 4,261,164 | 25% | ||||||||||
West
|
28 | 2,977,314 | 3,406,782 | 20 | ||||||||||||
Southeast
|
25 | 2,454,675 | 2,508,960 | 15 | ||||||||||||
Midwest
|
8 | 1,026,192 | 1,029,360 | 6 | ||||||||||||
Southwest
|
10 | 604,194 | 606,033 | 4 | ||||||||||||
Northwest
|
1 | 15,519 | 15,530 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal
|
97 | 11,318,073 | 11,827,829 | 70 | ||||||||||||
International
|
||||||||||||||||
United Kingdom
|
13 | 1,706,353 | 1,943,238 | 11 | ||||||||||||
Ireland
|
1 | 1,256,417 | 1,264,446 | 7 | ||||||||||||
Spain
|
2 | 1,236,397 | 1,241,676 | 7 | ||||||||||||
Australia
|
2 | 241,333 | 242,183 | 1 | ||||||||||||
Germany
|
1 | 203,444 | 239,662 | 1 | ||||||||||||
Italy
|
1 | 204,286 | 205,994 | 1 | ||||||||||||
Netherlands
|
1 | 100,929 | 101,968 | 1 | ||||||||||||
Belgium
|
1 | 90,849 | 91,089 | 1 | ||||||||||||
Canada
|
3 | 76,898 | 77,054 | — | ||||||||||||
France
|
1 | 33,724 | 34,460 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal
|
26 | 5,150,630 | 5,441,770 | 30 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total loans receivable
|
123 | $ | 16,468,703 | $ | 17,269,599 | 100% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
CECL reserve
|
(177,026 | ) | ||||||||||||||
|
|
|||||||||||||||
Loans receivable, net
|
$ | 16,291,677 | ||||||||||||||
|
|
|||||||||||||||
|
(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 $716.2 million of such
non-consolidated
senior interests as of September 30, 2020.
|
|||||
(2)
|
Excludes investment exposure to the $807.7 million 2018 Single Asset Securitization. See Note 4 for details of the subordinate position 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 subordinate position we own in the 2018 Single Asset Securitization.
|
|
(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 $716.2 million and $688.5 million of such
non-consolidated
senior interests as of September 30, 2020 and December 31, 2019, respectively.
|
|
(2)
|
Excludes investment exposure to the 2018 Single Asset Securitization of $807.7 million and $930.0 million as of September 30, 2020 and December 31, 2019, respectively. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
U.S. Loans
|
Non-U.S. Loans
|
Unique Loans
|
Impaired 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
|
41,687 | 23,149 | 28,587 | 69,661 | 163,084 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 50,642 | $ | 26,780 | $ | 29,943 | $ | 69,661 | $ | 177,026 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of June 30, 2020
|
$ | 61,404 | $ | 19,745 | $ | 27,240 | $ | 69,661 | $ | 178,050 | ||||||||||
(Decrease) increase in CECL reserve
|
(10,762 | ) | 7,035 | 2,703 | — | (1,024 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 50,642 | $ | 26,780 | $ | 29,943 | $ | 69,661 | $ | 177,026 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Net Book Value of Loans Receivable by Year of Origination
(1)(2)
|
||||||||||||||||||||||||||||
As of September 30, 2020
|
||||||||||||||||||||||||||||
Risk Rating
|
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Total
|
||||||||||||||||||||
U.S. loans
|
||||||||||||||||||||||||||||
1
|
$ | 20,383 | $ | 200,677 | $ | 224,920 | $ | 43,995 | $ | 18,366 | $ | — | $ | 508,341 | ||||||||||||||
2
|
— | 309,279 | 1,700,123 | 765,733 | 79,798 | 223,071 | 3,078,004 | |||||||||||||||||||||
3
|
600,826 | 2,276,870 | 1,555,355 | 1,128,881 | 230,250 | 220,539 | 6,012,721 | |||||||||||||||||||||
4
|
65,917 | 168,041 | 1,051,143 | 63,253 | 110,228 | — | 1,458,582 | |||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total U.S. loans
|
$ | 687,126 | $ | 2,954,867 | $ | 4,531,541 | $ | 2,001,862 | $ | 438,642 | $ | 443,610 | $ | 11,057,648 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Non-U.S.
loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ | 124,030 | $ | 90,849 | $ | — | $ | — | $ | 214,879 | ||||||||||||||
2
|
— | — | — | — | — | — | — | |||||||||||||||||||||
3
|
100,929 | 2,413,608 | 448,647 | — | 107,822 | — | 3,071,006 | |||||||||||||||||||||
4
|
— | 244,183 | — | — | — | — | 244,183 | |||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
Non-U.S.
loans
|
$ | 100,929 | $ | 2,657,791 | $ | 572,677 | $ | 90,849 | $ | 107,822 | $ | — | $ | 3,530,068 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unique loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
2
|
— | — | — | — | — | — | — | |||||||||||||||||||||
3
|
— | — | 186,859 | — | — | 57,554 | 244,413 | |||||||||||||||||||||
4
|
— | 307,037 | 992,214 | — | — | — | 1,299,251 | |||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total unique loans
|
$ | — | $ | 307,037 | $ | 1,179,073 | $ | — | $ | — | $ | 57,554 | $ | 1,543,664 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Impaired loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
2
|
— | — | — | — | — | — | — | |||||||||||||||||||||
3
|
— | — | — | — | — | — | — | |||||||||||||||||||||
4
|
— | — | — | — | — | — | — | |||||||||||||||||||||
5
|
— | — | 284,808 | — | — | 52,515 | 337,323 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total impaired loans
|
$ | — | $ | — | $ | 284,808 | $ | — | $ | — | $ | 52,515 | $ | 337,323 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans receivable
|
||||||||||||||||||||||||||||
1
|
$ | 20,383 | $ | 200,677 | $ | 348,950 | $ | 134,844 | $ | 18,366 | $ | — | $ | 723,220 | ||||||||||||||
2
|
— | 309,279 | 1,700,123 | 765,733 | 79,798 | 223,071 | 3,078,004 | |||||||||||||||||||||
3
|
701,755 | 4,690,478 | 2,190,861 | 1,128,881 | 338,072 | 278,093 | 9,328,140 | |||||||||||||||||||||
4
|
65,917 | 719,261 | 2,043,357 | 63,253 | 110,228 | — | 3,002,016 | |||||||||||||||||||||
5
|
— | — | 284,808 | — | — | 52,515 | 337,323 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans receivable
|
$ | 788,055 | $ | 5,919,695 | $ | 6,568,099 | $ | 2,092,711 | $ | 546,464 | $ | 553,679 | $ | 16,468,703 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CECL reserve
|
(177,026 | ) | ||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Loans receivable, net
|
$ | 16,291,677 | ||||||||||||||||||||||||||
|
|
(1)
|
Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.
|
(2) |
Excludes the $75.3 million net book value of our
held-to-maturity
|
September 30, 2020
|
December 31, 2019
|
|||||||
Debt securities
held-to-maturity
(1)
|
$ | 77,297 | $ | 86,638 | ||||
CECL reserve
|
(2,033 | ) | — | |||||
|
|
|
|
|||||
Debt securities
held-to-maturity,
|
75,264 | 86,638 | ||||||
Accrued interest receivable
|
61,528 | 66,649 | ||||||
Collateral deposited under derivative agreements
|
9,350 | 30,800 | ||||||
Derivative assets
|
7,762 | 1,079 | ||||||
Loan portfolio payments held by servicer
(2)
|
3,235 | 49,584 | ||||||
Prepaid taxes
|
376 | 376 | ||||||
Prepaid expenses
|
41 | 739 | ||||||
Other
|
543 | 1,115 | ||||||
|
|
|
|
|||||
Total
|
$ | 158,099 | $ | 236,980 | ||||
|
|
|
|
|||||
|
(1)
|
Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $807.7 million and $930.0 million as of September 30, 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
|
Impaired 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
|
1,588 | — | — | — | 1,588 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 2,033 | $ | — | $ | — | $ | — | $ | 2,033 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of June 30, 2020
|
$ | 4,119 | $ | — | $ | — | $ | — | $ | 4,119 | ||||||||||
Decrease in CECL reserve
|
(2,086 | ) | — | — | (2,086 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 2,033 | $ | — | $ | — | $ | — | $ | 2,033 | ||||||||||
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
December 31, 2019
|
|||||||
Accrued dividends payable
|
$ | 90,642 | $ | 83,702 | ||||
Derivative liabilities
|
25,388 | 42,263 | ||||||
Accrued interest payable
|
21,162 | 24,831 | ||||||
Accrued management and incentive fees payable
|
18,985 | 20,159 | ||||||
Current expected credit loss reserve for unfunded loan commitments
(1)
|
12,057 | — | ||||||
Accounts payable and other liabilities
|
3,743 | 5,008 | ||||||
|
|
|
|
|||||
Total
|
$ | 171,977 | $ | 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
|
Impaired 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
|
6,378 | 2,357 | 59 | — | 8,794 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 9,179 | $ | 2,810 | $ | 68 | $ | — | $ | 12,057 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of June 30, 2020
|
$ | 12,836 | $ | 2,078 | $ | 88 | $ | — | $ | 15,002 | ||||||||||
(Decrease) increase in CECL reserve
|
(3,657 | ) | 732 | (20 | ) | — | (2,945 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of September 30, 2020
|
$ | 9,179 | $ | 2,810 | $ | 68 | $ | — | $ | 12,057 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Secured Debt Agreements
|
||||||||
Borrowings Outstanding
|
||||||||
September 30, 2020
|
December 31, 2019
|
|||||||
Secured credit facilities
|
$ | 8,651,313 | $ | 9,753,059 | ||||
Asset-specific financings
|
348,964 | 330,879 | ||||||
Revolving credit agreement
|
— | — | ||||||
|
|
|
|
|||||
Total secured debt agreements
|
$ | 9,000,277 | $ | 10,083,938 | ||||
|
|
|
|
|||||
Deferred financing costs
(1)
|
(26,467 | ) | (29,008 | ) | ||||
|
|
|
|
|||||
Net book value of secured debt
|
$ | 8,973,810 | $ | 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.
|
September 30, 2020
|
||||||||||||||||
Credit Facility Borrowings
|
Collateral
|
|||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
Assets
(2)
|
||||||||||||
Deutsche Bank
|
$ | 1,934,011 | $ | 1,934,011 | $ | — | $ | 2,883,566 | ||||||||
Barclays
|
1,627,322 | 1,426,298 | 201,024 | 2,097,701 | ||||||||||||
Wells Fargo
|
1,499,543 | 1,221,880 | 277,663 | 2,002,238 | ||||||||||||
Citibank
|
944,610 | 777,442 | 167,168 | 1,228,815 | ||||||||||||
Goldman Sachs
|
593,306 | 593,306 | — | 802,599 | ||||||||||||
Bank of America
|
546,168 | 546,168 | — | 761,960 | ||||||||||||
MetLife
|
445,144 | 445,144 | — | 556,663 | ||||||||||||
JP Morgan
|
430,856 | 403,503 | 27,353 | 578,524 | ||||||||||||
Morgan Stanley
|
507,209 | 380,156 | 127,053 | 812,540 | ||||||||||||
Santander
|
256,305 | 256,305 | — | 320,382 | ||||||||||||
Société Générale
|
235,169 | 235,169 | — | 303,731 | ||||||||||||
US Bank
-
Multi. JV
(3)
|
217,668 | 212,482 | 5,186 | 272,084 | ||||||||||||
Goldman Sachs
-
Multi. JV
(3)
|
185,529 | 185,529 | — | 251,663 | ||||||||||||
Bank of America
-
Multi. JV
(3)
|
33,920 | 33,920 | — | 42,400 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 9,456,760 | $ | 8,651,313 | $ | 805,447 | $ | 12,914,866 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(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
|
||||
Deutsche Bank
|
$ / €
|
61%
(4)
|
Collateral marks only |
Term matched
(6)
|
||||
Barclays
|
$ / £ / €
|
25% | Collateral marks only |
Term matched
(
6
)
|
||||
Wells Fargo
|
$ / C$
|
25%
(5)
|
Collateral marks only |
Term matched
(
6
)
|
||||
Citibank
|
$ / £ / € / A$ / C$
|
25% | Collateral marks only |
Term matched
(
6
)
|
||||
Goldman Sachs
|
$ / £ / €
|
25% | Collateral marks only |
Term matched
(
6
)
|
||||
Bank of America
|
$
|
50% | Collateral marks only |
May 21, 2024
(
7
)
|
||||
MetLife
|
$
|
62% | Collateral marks only |
September 23, 2025
(
8
)
|
||||
JP Morgan
|
$ / £
|
43% | Collateral marks only |
January 7, 2024
(
9
)
|
||||
Morgan Stanley
|
$ / £ / €
|
25% | Collateral marks only |
September 29, 2025
(1
0
)
|
||||
Santander
|
€
|
50% | Collateral marks only |
Term matched
(
6
)
|
||||
Société Générale
|
$ / £ / €
|
25% | Collateral marks only |
Term matched
(
6
)
|
||||
US Bank - Multi. JV
(3)
|
$
|
25% | Collateral marks only |
Term matched
(
6
)
|
||||
Goldman Sachs - Multi. JV
(3)
|
$
|
25% | Collateral marks only |
July 12, 2022
(1
1
)
|
||||
Bank of America - Multi. JV
(3)
|
$
|
43% | Collateral marks only |
July 19, 2023
(12)
|
|
(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. These provisions have been temporarily suspended on certain of our facilities as described above.
|
||||||
(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 $920.3 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 $146.6 million related to $195.5 million of specific borrowings outstanding.
|
||||||
(6)
|
|
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.
|
||||||
(7)
|
|
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
||||||
(8)
|
|
Includes four
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 two
one-year
extension options which may be exercised at our sole discretion.
|
||||||
(11)
|
|
Includes a
one-year
extension option which may be exercised at our sole discretion.
|
||||||
(12)
|
|
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
Currency
|
Potential
Borrowings
(1)
|
Outstanding
Borrowings |
Floating Rate
(2)
|
Spread
|
Advance
Rate
(3)
|
|||||||||||||||||||
$
|
|
$ 5,708,370
|
|
|
$ 4,910,317
|
|
USD LIBOR
|
L + 1.62%
|
74.2%
|
|||||||||||||||
€
|
|
€ 2,094,044
|
|
|
€ 2,087,778
|
|
EURIBOR
|
E + 1.44%
|
73.8%
|
|||||||||||||||
£
|
|
£ 819,779
|
|
|
£ 819,738
|
|
GBP LIBOR
|
L + 1.95%
|
71.5%
|
|||||||||||||||
A$
|
|
A$ 245,254
|
|
|
A$ 245,254
|
|
BBSY
|
BBSY + 1.90%
|
72.5%
|
|||||||||||||||
C$
|
|
C$ 78,791
|
|
|
C$ 78,794
|
|
CDOR
|
CDOR + 1.80%
|
76.8%
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
$ 9,456,760
|
|
|
$ 8,651,313
|
|
INDEX + 1.62%
|
73.7%
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
(1)
|
Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each credit facility.
|
|
(2)
|
Floating rate indices are generally matched to the payment timing under the terms of each secured credit facility and its respective collateral assets.
|
|
(3)
|
Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged.
|
September 30, 2020
|
||||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance
|
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
(2)
|
Wtd. Avg.
Term
(3)
|
||||||||||||||||
Collateral assets
|
4 | $ | 443,710 | $ | 429,574 | L+4.70 | % | n/a |
Jul. 2023
|
|||||||||||||
Financing provided
|
4 | $ | 348,964 | $ | 340,067 | L+3.54 | % | $ | 25,816 | Jul. 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.
|
September 30, 2020
|
||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
|||||||||||
2020 Collateralized Loan Obligation
|
||||||||||||||||
Collateral assets
|
33 | $ | 1,500,000 | $ | 1,500,000 | L+3.17 | % | December 2023 | ||||||||
Financing provided
|
1 | 1,243,125 | 1,232,688 | L+1.43 | % | February 2038 | ||||||||||
2017 Collateralized Loan Obligation
|
||||||||||||||||
Collateral assets
|
16 | 713,953 | 713,953 | L+3.34 | % | January 2023 | ||||||||||
Financing provided
|
1 | 531,453 | 530,466 | L+1.78 | % | June 2035 | ||||||||||
2017 Single Asset Securitization
|
||||||||||||||||
Collateral assets
(3)
|
1 | 615,772 | 615,138 | L+3.57 | % | June 2023 | ||||||||||
Financing provided
|
1 | 404,929 | 404,929 | L+1.63 | % | June 2033 | ||||||||||
Total
|
||||||||||||||||
Collateral assets
|
50 | $ | 2,829,725 | $ | 2,829,091 | L+3.30 | % | |||||||||
|
|
|
|
|
|
|
||||||||||
Financing provided
(4)
|
3 | $ | 2,179,507 | $ | 2,168,083 | L+1.55 | % | |||||||||
|
|
|
|
|
|
|
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 and nine months ended September 30, 2020, we recorded $9.1 million and $31.8 million, respectively, of interest expense related to our securitized debt obligations. During the three and nine months ended September 30, 2019, we recorded $11.9 million and $36.9 million, respectively, of interest expense related to our securitized debt obligations.
|
Term Loans
|
Face Value
|
Interest Rate
(1)
|
All-in Cost
(1)(2)
|
Maturity
|
||||||||||||
2019 Term Loan
|
$ | 741,263 | L+2.25 | % | L+2.52 | % | April 23, 2026 | |||||||||
2020 Term Loan
|
$
|
324,188 | L+4.75 | % | L+5.60 | % | April 23, 2026 | |||||||||
|
|
(1)
|
The 2020 Term Loan includes a LIBOR floor of 1.00%.
|
|
(2)
|
Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Secured Term Loans.
|
September 30, 2020
|
December 31, 2019
|
|||||||
Face value
|
$ | 1,065,451 | $ | 746,878 | ||||
Unamortized discount
|
(10,273 | ) | (1,456 | ) | ||||
Deferred financing costs
|
(11,737 | ) | (9,280 | ) | ||||
|
|
|
|
|||||
Net book value
|
$ | 1,043,441 | $ | 736,142 | ||||
|
|
|
|
Convertible Notes Issuance
|
Face Value
|
Interest Rate
|
All-in Cost
(1)
|
Conversion Rate
(2)
|
Maturity
|
|||||||||||||||
May 2017
|
$ | 402,500 | 4.38 | % | 4.85 | % | 28.0324 | May 5, 2022 | ||||||||||||
March 2018
|
$ | 220,000 | 4.75 | % | 5.33 | % | 27.6052 | March 15, 2023 | ||||||||||||
|
|
(1)
|
Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
|
|
(2)
|
Represents the shares of class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of $35.67 and $36.23 per share of class A common stock, respectively, for the May 2017 and March 2018 convertible notes. The cumulative dividend threshold as defined in the respective May 2017 and March 2018 convertible notes supplemental indentures have
not
been exceeded as of
September
30, 2020.
|
September 30, 2020
|
December 31, 2019
|
|||||||
Face value
|
$ | 622,500 | $ | 622,500 | ||||
Unamortized discount
|
(6,504 | ) | (8,801 | ) | ||||
Deferred financing costs
|
(455 | ) | (628 | ) | ||||
|
|
|
|
|||||
Net book value
|
$ | 615,541 | $ | 613,071 | ||||
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Cash coupon
|
$ | 7,015 | $ | 7,015 | $ | 21,045 | $ | 21,045 | ||||||||
Discount and issuance cost amortization
|
831 | 792 | 2,470 | 2,352 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense
|
$ | 7,846 | $ | 7,807 | $ | 23,515 | $ | 23,397 | ||||||||
|
|
|
|
|
|
|
|
September 30, 2020
|
||||||||||||||
Interest Rate Derivatives
|
Number of
Instruments |
Notional
Amount |
Strike
|
Index
|
Wtd.-Avg.
Maturity (Years) |
|||||||||
Interest Rate Caps
|
2 | C$ | 38,660 | 2.1% | CDOR |
0.5
|
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 |
September 30, 2020
|
December 31, 2019
|
|||||||||||||||||
Number of
|
Notional
|
Number of
|
Notional
|
|||||||||||||||
Foreign Currency Derivatives
|
Instruments
|
Amount
|
Foreign Currency Derivatives
|
Instruments
|
Amount
|
|||||||||||||
Buy USD / Sell EUR Forward
|
7 | € | 750,566 |
Buy USD / Sell GBP Forward
|
4 | £ | 527,100 | |||||||||||
Buy USD / Sell GBP Forward
|
5 | £ | 365,987 |
Buy USD / Sell EUR Forward
|
5 | € | 525,600 | |||||||||||
Buy USD / Sell AUD Forward
|
1 | A$ | 92,800 |
Buy USD / Sell AUD Forward
|
3 | A$ | 135,600 | |||||||||||
Buy USD /
|
2 | C$ | 26,200 |
Buy USD /
|
1 | C$ | 23,200 |
September 30, 2020
|
December 31, 2019
|
|||||||||||||||||
Number of
|
Notional
|
Number of
|
Notional
|
|||||||||||||||
Non-designated
Hedges
|
Instruments
|
Amount
|
Non-designated
Hedges
|
Instruments
|
Amount
|
|||||||||||||
Buy EUR / Sell GBP Forward
|
2 | £ | 145,737 |
Buy CAD / Sell USD Forward
|
1 | C$ | 15,900 | |||||||||||
Buy USD / Sell EUR Forward
|
2 | € | 34,310 |
Buy USD / Sell CAD Forward
|
1 | C$ | 15,900 | |||||||||||
Buy EUR / Sell USD Forward
|
2 | € | 25,900 |
Buy GBP / Sell EUR Forward
|
1 | € | 12,857 | |||||||||||
Buy USD / Sell GBP Forward
|
1 | £ | 19,100 |
Buy AUD / Sell USD Forward
|
1 | A$ | 10,000 | |||||||||||
Buy GBP /
|
1 | £ | 19,100 |
Buy USD / Sell AUD Forward
|
1 | A$ | 10,000 |
Increase (Decrease) to Interest Income
and Interest Expense Recognized from Foreign Exchange Contracts |
||||||||||||
Three Months
|
Nine Months
|
|||||||||||
Foreign Exchange Contracts
|
Location of Income
|
Ended
|
Ended
|
|||||||||
in Hedging Relationships
|
(Expense) Recognized
|
September 30, 2020
|
September 30, 2020
|
|||||||||
Designated Hedges
|
Interest Income
(1)
|
$ | 1,794 | $ | 2,303 | |||||||
Non-Designated
Hedges
|
Interest Income
(1)
|
(227 | ) | (222 | ) | |||||||
Non-Designated
Hedges
|
Interest Expense
(2)
|
669 | (846 | ) | ||||||||
|
|
|
|
|||||||||
Total
|
$ | 2,236 | $ | 1,235 | ||||||||
|
|
|
|
|||||||||
|
|
(1)
|
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.
|
|
(2)
|
Represents the spot rate movement in our non-designated hedges, which are marked-to-market and recognized in interest expense.
|
Fair Value of Derivatives in an
Asset Position
(1)
as of
|
Fair Value of Derivatives in a
Liability Position
(2)
as of
|
|||||||||||||||
September 30, 2020
|
December 31, 2019
|
September 30, 2020
|
December 31, 2019
|
|||||||||||||
Derivatives designated as hedging instruments:
|
||||||||||||||||
Foreign exchange contracts
|
$ | 6,117 | $ | — | $ | 23,384 | $ | 41,728 | ||||||||
Interest rate derivatives
|
1 | 96 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$ | 6,118 | $ | 96 | $ | 23,384 | $ | 41,728 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives not designated as hedging instruments:
|
||||||||||||||||
Foreign exchange contracts
|
$ | 1,644 | $ | 983 | $ | 2,004 | $ | 535 | ||||||||
Interest rate derivatives
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$ | 1,644 | $ | 983 | $ | 2,004 | $ | 535 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Derivatives
|
$ | 7,762 | $ | 1,079 | $ | 25,388 | $ | 42,263 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
(1) |
Included in other assets in our consolidated balance sheets.
|
(2) |
Included in other liabilities in our consolidated balance sheets.
|
Amount of
Gain (Loss) Recognized in
OCI on Derivatives
|
Location of Gain
(Loss) |
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into Income
|
||||||||||||||||||
Three Months
|
Nine Months
|
Reclassified from
|
Three Months
|
Nine Months
|
||||||||||||||||
Ended
|
Ended
|
Accumulated
|
Ended
|
Ended
|
||||||||||||||||
Derivatives in Hedging Relationships
|
September 30, 2020
|
September 30, 2020
|
OCI into Income
|
September 30, 2020
|
September 30, 2020
|
|||||||||||||||
Net Investment Hedges
|
||||||||||||||||||||
Foreign exchange contracts
(1)
|
$ | (61,942 | ) | $ | 11,487 | Interest Expense | $ | — | $ | — | ||||||||||
Cash Flow Hedges
|
||||||||||||||||||||
Interest rate derivatives
|
(5 | ) | (88 | ) | Interest Expense |
(2)
|
(11 | ) | 9 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
$ | (61,947 | ) | $ | 11,399 | $ | (11 | ) | $ | 9 | ||||||||||
|
|
|
|
|
|
|
|
|
(1)
|
During the three and nine months ended September 30, 2020, we paid net cash settlements of $67.9 million and $10.9 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive income (loss) on our consolidated balance sheets.
|
|
(2)
|
During the three months ended September 30, 2020, we recorded total interest and related expenses of $79.0 million, which included interest expenses of $11,000 related to our cash flow hedges. During the nine months ended September 30, 2020, we recorded total interest and related expenses of $268.1 million, which included $9,000 related to income generated by our cash flow hedges
|
Class A Common Stock Offerings
|
2020 Total /
|
|||||||||||
May 2020
(1)
|
June 2020
|
Wtd. Avg.
|
||||||||||
Shares issued
|
840,696 | 10,000,000 | 10,840,696 | |||||||||
Gross share issue price
(2)
|
$ | 22.93 | $ | 28.20 | $ | 27.79 | ||||||
Net share issue price
(3)
|
$ | 22.93 | $ | 27.91 | $ | 27.52 | ||||||
Net proceeds
(4)
|
$ | 19,277 | $ | 278,322 | $ | 297,599 | ||||||
|
(1)
|
Represents shares issued to our Manager in satisfaction of the management and incentive fees accrued in the first quarter of 2020. The per share price was calculated based on the volume-weighted average price on the NYSE of our class A common stock over the five trading days following our April 29, 2020 first quarter 2020 earnings conference call.
|
|
(2)
|
Represents the weighted-average gross price per share paid by the underwriters or sales agents, as applicable, in June 2020.
|
|
(3)
|
Represents the weighted-average net proceeds per share after underwriting or sales discounts and commissions, as applicable, in June 2020.
|
|
(4)
|
Net proceeds represents proceeds received from the underwriters less applicable transaction costs in June 2020.
|
Nine Months Ended September 30,
|
||||||||
Common Stock Outstanding
(1)
|
2020
|
2019
|
||||||
Beginning balance
|
135,263,728 | 123,664,577 | ||||||
Issuance of class A common stock
(2)
|
10,842,295 | 10,535,507 | ||||||
Issuance of restricted class A common stock, net
|
351,333 | 317,339 | ||||||
Issuance of deferred stock units
|
33,790 | 23,428 | ||||||
|
|
|
|
|||||
Ending balance
|
146,491,146 | 134,540,851 | ||||||
|
|
|
|
|||||
|
(1)
|
Includes deferred stock units held by members of our board of directors of 293,856 and 252,267 as of September 30, 2020 and 2019, respectively.
|
|
(2)
|
Includes 1,599 and 879 shares issued under our dividend reinvestment program during the nine months ended September 30, 2020 and 2019, respectively.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Dividends declared per share of common stock
|
$ | 0.62 | $ | 0.62 | $ | 1.86 | $ | 1.86 | ||||||||
Total dividends declared
|
$ | 90,642 | $ | 83,259 | $ | 265,205 | $ | 244,431 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Net income
(1)
|
$ | 89,860 | $ | 74,897 | $ | 54,054 | $ | 226,635 | ||||||||
Weighted-average shares outstanding, basic and diluted
|
146,484,651 | 134,536,683 | 140,157,620 | 128,485,701 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Per share amount, basic and diluted
|
$ | 0.61 | $ | 0.56 | $ | 0.39 | $ | 1.76 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
(1)
|
Represents net income attributable to Blackstone Mortgage Trust.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Professional services
(1)
|
$ | 1,715 | $ | 1,177 | $ | 5,130 | $ | 3,616 | ||||||||
Operating and other costs
(1)
|
878 | 810 | 3,212 | 2,059 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal
|
2,593 | 1,987 | 8,342 | 5,675 | ||||||||||||
Non-cash
compensation expenses
|
||||||||||||||||
Restricted class A common stock earned
|
8,524 | 7,629 | 25,603 | 22,901 | ||||||||||||
Director stock-based compensation
|
125 | 125 | 375 | 375 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal
|
8,649 | 7,754 | 25,978 | 23,276 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total general and administrative expenses
|
$ | 11,242 | $ | 9,741 | $ | 34,320 | $ | 28,951 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(1)
|
During the three and nine months ended September 30, 2020, we recognized an aggregate $293,000 and $869,000, respectively, of expenses related to our Multifamily Joint Venture. During the three and nine months ended September 30, 2019, we recognized an aggregate $234,000 and $567,000, respectively, of expenses related to our Multifamily Joint Venture.
|
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
|
(753,535 | ) | 34.26 | |||||
Forfeited
|
(249 | ) | 35.83 | |||||
|
|
|
|
|||||
Balance as of September 30, 2020
|
1,296,380 | $ | 35.39 | |||||
|
|
|
|
September 30, 2020
|
December 31, 2019
|
|||||||||||||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | — | $ | 7,762 | $ | — | $ | 7,762 | $ | — | $ | 1,079 | $ | — | $ | 1,079 | ||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | — | $ | 25,388 | $ | — | $ | 25,388 | $ | — | $ | 42,263 | $ | — | $ | 42,263 |
September 30, 2020
|
December 31, 2019
|
|||||||||||||||||||||||
Book
Value
|
Face
Amount
|
Fair
Value
|
Book
Value
|
Face
Amount
|
Fair
Value
|
|||||||||||||||||||
Financial assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 427,028 | $ | 427,028 | $ | 427,028 | $ | 150,090 | $ | 150,090 | $ | 150,090 | ||||||||||||
Loans receivable, net
|
16,291,677 | 16,553,358 | 16,345,762 | 16,164,801 | 16,277,343 | 16,279,904 | ||||||||||||||||||
Debt securities
held-to-maturity
(1)
|
75,264 | 79,200 | 67,283 | 86,638 | 88,958 | 88,305 | ||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||||||
Secured debt agreements, net
|
8,973,810 | 9,000,277 | 9,000,277 | 10,054,930 | 10,083,938 | 10,083,938 | ||||||||||||||||||
Securitized debt obligations, net
|
2,168,083 | 2,179,507 | 2,136,076 | 1,187,084 | 1,189,642 | 1,189,368 | ||||||||||||||||||
Secured term loans, net
|
1,043,441 | 1,065,451 | 1,029,662 | 736,142 | 746,878 | 750,769 | ||||||||||||||||||
Convertible notes, net
|
615,541 | 622,500 | 599,149 | 613,071 | 622,500 | 665,900 |
September 30, 2020
|
December 31, 2019
|
|||||||
Assets:
|
||||||||
Loans receivable
|
$ | 2,640,535 | $ | 1,349,903 | ||||
Current expected credit loss reserve
|
(12,341 | ) |
|
—
|
|
|||
|
|
|
|
|||||
Loans receivable, net
|
2,628,194 | 1,349,903 | ||||||
Other assets
|
6,173 | 51,788 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 2,634,367 | $ | 1,401,691 | ||||
|
|
|
|
|||||
Liabilities:
|
||||||||
Securitized debt obligations, net
|
$ | 2,168,083 | $ | 1,187,084 | ||||
Other liabilities
|
1,409 | 1,648 | ||||||
|
|
|
|
|||||
Total liabilities
|
$ | 2,169,492 | $ | 1,188,732 | ||||
|
|
|
|
Payment Timing
|
||||||||||||||||||||
Total
|
Less Than
|
1 to 3
|
3 to 5
|
More Than
|
||||||||||||||||
Obligation
|
1 Year
|
Years
|
Years
|
5 Years
|
||||||||||||||||
Principal repayments under secured debt agreements
(1)
|
$ | 9,000,277 | $ | 126,030 | $ | 3,745,036 | $ | 4,922,430 | $ | 206,781 | ||||||||||
Principal repayments of secured term loans
(2)
|
1,065,451 | 10,738 | 21,475 | 21,475 | 1,011,763 | |||||||||||||||
Principal repayments of convertible notes
(3)
|
622,500 | — | 622,500 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
(4)
|
$ | 10,688,228 | $ | 136,768 | $ | 4,389,011 | $ | 4,943,905 | $ | 1,218,544 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
(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 Loans are 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 loans.
|
|
(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 $2.2 billion of securitized debt obligations and $716.2 million of
non-consolidated
senior interests, as the satisfaction of these liabilities will not require cash outlays from us.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Three Months Ended
|
||||||||
September 30, 2020
|
June 30, 2020
|
|||||||
Net income
(1)
|
$ | 89,860 | $ | 17,544 | ||||
Weighted-average shares outstanding, basic and diluted
|
146,484,651 | 138,299,418 | ||||||
|
|
|
|
|||||
Net income per share, basic and diluted
|
$ | 0.61 | $ | 0.13 | ||||
|
|
|
|
|||||
Dividends declared per share
|
$ | 0.62 | $ | 0.62 | ||||
|
|
|
|
|||||
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust.
|
Three Months Ended
|
||||||||
September 30, 2020
|
June 30, 2020
|
|||||||
Net income
(1)
|
$ | 89,860 | $ | 17,544 | ||||
(Decrease) increase in current expected credit loss reserve
|
(6,055 | ) | 56,819 | |||||
Non-cash
compensation expense
|
8,649 | 8,652 | ||||||
Realized hedging and foreign currency (loss) income, net
(2)
|
(7 | ) | 1,810 | |||||
Other items
|
(240 | ) | 210 | |||||
Adjustments attributable to
non-controlling
interests, net
|
143 | 139 | ||||||
|
|
|
|
|||||
Core Earnings
|
$ | 92,350 | $ | 85,174 | ||||
|
|
|
|
|||||
Weighted-average shares outstanding, basic and diluted
|
146,484,651 | 138,299,418 | ||||||
|
|
|
|
|||||
Core Earnings per share, basic and diluted
|
$ | 0.63 | $ | 0.62 | ||||
|
|
|
|
|||||
|
(1)
|
Represents net income attributable to Blackstone Mortgage Trust.
|
|
(2)
|
Represents realized (losses) gains on the repatriation of unhedged foreign currency. These amounts are not included in GAAP net income, but rather as a component of Other Comprehensive Income in our consolidated financial statements.
|
September 30, 2020
|
June 30, 2020
|
|||||||
Stockholders’ equity
|
$ | 3,883,364 | $ | 3,874,763 | ||||
Shares
|
||||||||
Class A common stock
|
146,197,290 | 146,196,662 | ||||||
Deferred stock units
|
293,856 | 281,143 | ||||||
|
|
|
|
|||||
Total outstanding
|
146,491,146 | 146,477,805 | ||||||
|
|
|
|
|||||
Book value per share
|
$ | 26.51 | $ | 26.45 | ||||
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||
September 30, 2020
|
September 30, 2020
|
|||||||
Loan originations
(1)
|
$ | 33,141 | $ | 1,345,080 | ||||
Loan fundings
(2)
|
$ | 342,067 | $ | 1,659,650 | ||||
Loan repayments and sales
(3)
|
(483,827 | ) | (1,436,897 | ) | ||||
|
|
|
|
|||||
Total net (repayments) fundings
|
$ | (141,760 | ) | $ | 222,753 | |||
|
|
|
|
|||||
|
(1)
|
Includes new loan originations and additional commitments made under existing loans.
|
|
(2)
|
Loan fundings during the three and nine months ended September 30, 2020 include $93.6 million and $170.5 million, respectively, of additional fundings under related
non-consolidated
senior interests.
|
|
(3)
|
Loan repayments and sales during the three months ended September 30, 2020 include $135.0 million of additional repayments or reduction of loan exposure 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
|
123 | 123 | 1 |
|
124 | |||||||||||||||||||
Principal balance
|
$ | 16,553,358 | $ | 17,269,599 | $ | 807,714 |
|
$ | 18,077,313 | |||||||||||||||
Net book value
|
$ | 16,291,677 | $ | 16,291,677 | $ | 75,264 |
|
$ | 16,366,941 | |||||||||||||||
Unfunded loan commitments
(4)
|
$ | 3,330,847 | $ | 4,205,012 | $ | — |
|
$ | 4,205,012 | |||||||||||||||
Weighted-average cash coupon
(5)
|
L + 3.17 | % | L + 3.22 | % | L + 2.75 | % |
|
L + 3.20 | % | |||||||||||||||
Weighted-average
all-in
yield
(5)
|
L + 3.53 | % | L + 3.58 | % | L + 3.04 | % |
|
L + 3.56 | % | |||||||||||||||
Weighted-average maximum maturity (years)
(6)
|
3.3 | 3.3 | 4.7 |
|
3.4 | |||||||||||||||||||
Origination loan to value (LTV)
(7)
|
64.6 | % | 64.6 | % | 42.6 | % |
|
63.6 | % | |||||||||||||||
|
|
(1)
|
Excludes investment exposure to the $79.2 million subordinate position we own in the $807.7 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 $716.2 million of such
non-consolidated
senior interests that are not included in our balance sheet portfolio.
|
|
(3)
|
Includes investment exposure to the $807.7 million 2018 Single Asset Securitization. We do not consolidate the 2018 Single Asset Securitization on our consolidated financial statements, and instead reflect our $79.2 million subordinate position 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 investment. As of September 30, 2020, 98% of our investments by total investment exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $13.9 billion of such investments earned interest based on floors that are above the applicable index. The other 2% of our investments earned a fixed rate of interest, which we reflect as a spread over the relevant floating benchmark rates, as of September 30, 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. Excludes loans accounted for under the cost-recovery method.
|
|
(6)
|
Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of September 30, 2020, 42% of our loans and other investments by total investment exposure were subject to yield maintenance or other prepayment restrictions and 58% were open to repayment by the borrower without penalty.
|
|
(7)
|
Based on LTV as of the dates loans and other investments were originated or acquired by us.
|
Investment
Count |
Currency
|
Total Investment
Portfolio |
Floating Rate Index
(1)
|
Cash Coupon
(2)
|
All-in Yield
(2)
|
|||||||||||||||||
98 | $ | $ | 12,635,544 | USD LIBOR | L + 3.15% | L + 3.52% | ||||||||||||||||
8 | € | € | 2,684,556 | EURIBOR | E + 2.92% | E + 3.23% | ||||||||||||||||
13 | £ | £ | 1,529,384 | GBP LIBOR | L + 3.86% | L + 4.19% | ||||||||||||||||
2 | A$ | A$ | 338,150 | BBSY | BBSY + 4.01% | BBSY + 4.31% | ||||||||||||||||
3 | C$ | C$ | 102,629 | CDOR | CDOR + 3.97% | CDOR + 4.30% | ||||||||||||||||
|
|
|
|
|
||||||||||||||||||
124 | $ | 18,077,313 | INDEX + 3.20% | INDEX + 3.56% | ||||||||||||||||||
|
|
|
|
|
||||||||||||||||||
|
(1) |
We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD LIBOR.
|
(2) |
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. Excludes loans accounted for under the cost-recovery method.
|
September 30, 2020
|
||||||||||||
Risk
Rating
|
Number
of Loans |
Net Book
Value |
Total Loan
Exposure
(1)(2)
|
|||||||||
1 | 8 | $ | 723,220 | $ | 724,973 | |||||||
2 | 26 | 3,078,004 | 3,094,525 | |||||||||
3 | 73 | 9,328,140 | 10,095,708 | |||||||||
4 | 14 | 3,002,016 | 3,015,569 | |||||||||
5 | 2 | 337,323 | 338,824 | |||||||||
|
|
|
|
|
|
|||||||
Loans receivable
|
123 | $ | 16,468,703 | $ | 17,269,599 | |||||||
|
|
|
|
|
|
|||||||
CECL reserve
|
(177,026 | ) | ||||||||||
|
|
|||||||||||
Loans receivable, net
|
$ | 16,291,677 | ||||||||||
|
|
|
(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 $716.2 million of such
non-consolidated
senior interests as of September 30, 2020.
|
|
(2)
|
Excludes investment exposure to the $807.7 million 2018 Single Asset Securitization. Refer to Notes 4 and 15 to our consolidated financial statements for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
Portfolio Financing
|
||||||||
Outstanding Principal Balance
|
||||||||
September 30, 2020
|
December 31, 2019
|
|||||||
Secured credit facilities
|
$ | 8,651,313 | $ | 9,753,059 | ||||
Asset-specific financings
|
348,964 | 330,879 | ||||||
Revolving credit agreement
|
— | — | ||||||
Non-consolidated
senior interests
(1)
|
716,241 | 688,521 | ||||||
Securitized debt obligations
|
2,179,507 | 1,189,642 | ||||||
Non-consolidated
securitized debt obligation
(2)
|
728,514 | 841,062 | ||||||
|
|
|
|
|||||
Total portfolio financing
|
$ | 12,624,539 | $ | 12,803,163 | ||||
|
|
|
|
|
(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.
|
|
(2)
|
Represents the senior
non-consolidated
investment exposure to the 2018 Single Asset Securitization. We own the related subordinate position, which is classified as a
held-to-maturity
|
September 30, 2020
|
||||||||||||||||||
Credit Facility Borrowings
|
Collateral
|
|||||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
Assets
(2)
|
||||||||||||||
Deutsche Bank
|
$ | 1,934,011 | $ | 1,934,011 | $ | — |
|
$ | 2,883,566 | |||||||||
Barclays
|
1,627,322 | 1,426,298 | 201,024 |
|
2,097,701 | |||||||||||||
Wells Fargo
|
1,499,543 | 1,221,880 | 277,663 |
|
2,002,238 | |||||||||||||
Citibank
|
944,610 | 777,442 | 167,168 |
|
1,228,815 | |||||||||||||
Goldman Sachs
|
593,306 | 593,306 | — |
|
802,599 | |||||||||||||
Bank of America
|
546,168 | 546,168 | — |
|
761,960 | |||||||||||||
MetLife
|
445,144 | 445,144 | — |
|
556,663 | |||||||||||||
JP Morgan
|
430,856 | 403,503 | 27,353 |
|
578,524 | |||||||||||||
Morgan Stanley
|
507,209 | 380,156 | 127,053 |
|
812,540 | |||||||||||||
Santander
|
256,305 | 256,305 | — |
|
320,382 | |||||||||||||
Société Générale
|
235,169 | 235,169 | — |
|
303,731 | |||||||||||||
US Bank - Multi. JV
(3)
|
217,668 | 212,482 | 5,186 |
|
272,084 | |||||||||||||
Goldman Sachs - Multi. JV
(3)
|
185,529 | 185,529 | — |
|
251,663 | |||||||||||||
Bank of America - Multi. JV
(3)
|
33,920 | 33,920 | — |
|
42,400 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 9,456,760 | $ | 8,651,313 | $ | 805,447 | $ | 12,914,866 | |||||||||||
|
|
|
|
|
|
|
|
|
(1)
|
Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each credit facility.
|
|
(2)
|
Represents the principal balance of the collateral assets.
|
|
(3)
|
These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture.
|
September 30, 2020
|
||||||||||||||||||||||
Asset-Specific Financings
|
Count
|
Principal
Balance |
Book
Value |
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
(2)
|
Wtd. Avg.
Term
(3)
|
||||||||||||||||
Collateral assets
|
4 | $ | 443,710 | $ | 429,574 | L+4.70 | % | n/a | Jul. 2023 | |||||||||||||
Financing provided
|
4 | $ | 348,964 | $ | 340,067 | L+3.54 | % | $ | 25,816 | Jul. 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
non-recourse
to us.
|
|
(3)
|
The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings is term-matched to the corresponding collateral loans.
|
September 30, 2020
|
||||||||||||||||||||||
Principal
|
Book
|
Wtd. Avg.
|
Wtd. Avg.
|
|||||||||||||||||||
Non-Consolidated
Senior Interests
|
Count
|
Balance
|
Value
|
Yield/Cost
(1)
|
Guarantee
|
Term
|
||||||||||||||||
Total loan
|
5 | $ | 895,939 | n/a | 5.87 | % | n/a | May 2024 | ||||||||||||||
Senior participation
|
5 | $ | 716,241 | n/a | 4.49 | % | n/a | May 2024 |
|
||
(1)
|
Our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon,
all-in
yield/cost includes the amortization of deferred fees / financing costs.
|
September 30, 2020
|
||||||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book
Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
|||||||||||||||
2020 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
33 | $ | 1,500,000 | $ | 1,500,000 | L+3.17 | % | December 2023 | ||||||||||||
Financing provided
|
1 | 1,243,125 | 1,232,688 | L+1.43 | % | February 2038 | ||||||||||||||
2017 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
16 | 713,953 | 713,953 | L+3.34 | % | January 2023 | ||||||||||||||
Financing provided
|
1 | 531,453 | 530,466 | L+1.78 | % | June 2035 | ||||||||||||||
2017 Single Asset Securitization
|
||||||||||||||||||||
Collateral assets
(3)
|
1 | 615,772 | 615,138 | L+3.57 | % | June 2023 | ||||||||||||||
Financing provided
|
1 | 404,929 | 404,929 | L+1.63 | % | June 2033 | ||||||||||||||
Total
|
||||||||||||||||||||
Collateral assets
|
50 | $ | 2,829,725 | $ | 2,829,091 | L+3.30 | % | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Financing provided
(4)
|
3 | $ | 2,179,507 | $ | 2,168,083 | L+1.55 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
||
(1)
|
In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.
All-in
yield for the total portfolio assume applicable floating benchmark rates for weighted-average calculation.
|
|
(2)
|
Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.
|
|
(3)
|
The collateral assets for the 2017 Single Asset Securitization include the total loan amount, of which we securitized $500.0 million.
|
|
(4)
|
During the three and nine months ended September 30, 2020, we recorded $9.1 million and $31.8 million, respectively, of interest expense related to our securitized debt obligations.
|
September 30, 2020
|
||||||||||||||||||
Debt Obligation
|
Count
|
Principal
Balance |
Book
Value |
Wtd. Avg.
Yield/Cost
(1)
|
Wtd. Avg.
Term
(2)
|
|||||||||||||
Collateral assets
|
1 | $ | 807,714 | n/a | L+3.04 | % | Jun. 2025 | |||||||||||
Financing provided
|
1 | $ | 728,514 | n/a | L+2.27 | % | Jun. 2025 |
|
||
(1)
|
In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts.
|
|
(2)
|
Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of
non-consolidated
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.
|
Term Loans
|
Face Value
|
Interest Rate
(1)
|
All-in Cost
(1)(2)
|
Maturity
|
||||||||||||
2019 Term Loan
|
$ | 741,263 | L+2.25 | % | L+2.52 | % | April 23, 2026 | |||||||||
2020 Term Loan
|
$ | 324,188 | L+4.75 | % | L+5.60 | % | April 23, 2026 |
|
||
(1)
|
The 2020 Term Loan borrowing is subject to a LIBOR floor of 1.00%.
|
|
(2)
|
Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Secured Term Loans.
|
Convertible Notes Issuance
|
Face Value
|
Interest 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)(2)(3)
|
$ | 12,635,544 | € | 2,836,813 | £ | 1,147,308 | A$ | 338,150 | C$ | 55,917 | ||||||||||
Floating rate debt
(1)(4)
|
(9,691,490 | ) | (2,087,778 | ) | (819,738 | ) | (245,254 | ) | (78,794 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net floating rate exposure
(5)
|
$ | 2,944,054 | € | 749,035 | £ | 327,570 | A$ | 92,896 | C$ | (22,877 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
||
(1)
|
Our floating rate investments 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 investment exposure to the 2018 Single Asset Securitization. Refer to Notes 4 and 15 to our consolidated financial statements for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
|
(3)
|
Euro balance includes a loan denominated in British Pound Sterling, with an outstanding principal balance of £145.7 million as of September 30, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 9 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
|
(4)
|
Includes borrowings under secured debt agreements,
non-consolidated
senior interests, securitized debt obligations,
non-consolidated
securitized debt obligations, and secured term loans.
|
|
(5)
|
In addition, we have two interest rate caps of C$38.7 million ($29.0 million as of September 30, 2020) to limit our exposure to increases in interest rates.
|
Three Months Ended
|
2020 vs.
|
Nine Months Ended
|
2020 vs.
|
|||||||||||||||||||||
September 30,
|
2019
|
September 30,
|
2019
|
|||||||||||||||||||||
2020
|
2019
|
$
|
2020
|
2019
|
$
|
|||||||||||||||||||
Income from loans and other investments
|
||||||||||||||||||||||||
Interest and related income
|
$ | 193,939 | $ | 213,873 | $ | (19,934 | ) | $ | 590,797 | $ | 662,001 | $ | (71,204 | ) | ||||||||||
Less: Interest and related expenses
|
78,978 | 111,957 | (32,979 | ) | 268,070 | 347,536 | (79,466 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from loans and other investments, net
|
114,961 | 101,916 | 13,045 | 322,727 | 314,465 | 8,262 | ||||||||||||||||||
Other expenses
|
||||||||||||||||||||||||
Management and incentive fees
|
18,985 | 17,502 | 1,483 | 58,758 | 58,276 | 482 | ||||||||||||||||||
General and administrative expenses
|
11,242 | 9,741 | 1,501 | 34,320 | 28,951 | 5,369 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other expenses
|
30,227 | 27,243 | 2,984 | 93,078 | 87,227 | 5,851 | ||||||||||||||||||
Decrease (increase) in current expected credit loss reserve
|
6,055 | — | 6,055 | (173,466 | ) | — | (173,466 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes
|
90,789 | 74,673 | 16,116 | 56,183 | 227,238 | (171,055 | ) | |||||||||||||||||
Income tax provision (benefit)
|
20 | (721 | ) | 741 | 192 | (573 | ) | 765 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
90,769 | 75,394 | 15,375 | 55,991 | 227,811 | (171,820 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to
non-controlling
interests
|
(909 | ) | (497 | ) | (412 | ) | (1,937 | ) | (1,176 | ) | (761 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 89,860 | $ | 74,897 | $ | 14,963 | $ | 54,054 | $ | 226,635 | $ | (172,581 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income per share - basic and diluted
|
$ | 0.61 | $ | 0.56 | $ | 0.05 | $ | 0.39 | $ | 1.76 | $ | (1.37 | ) | |||||||||||
Dividends declared per share
|
$ | 0.62 | $ | 0.62 | $ | — | $ | 1.86 | $ | 1.86 | $ | — |
September 30, 2020
|
December 31, 2019
|
|||
Debt-to-equity ratio
(1)
|
2.6x | 3.0x | ||
Total leverage ratio
(2)
|
3.6x | 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 consolidated and
non-consolidated
securitized debt obligations, less cash, to (ii) total equity, in each case at period end.
|
September 30, 2020
|
December 31, 2019
|
|||||||
Cash and cash equivalents
|
$ | 427,028 | $ | 150,090 | ||||
Available borrowings under secured debt agreements
|
805,596 | 598,840 | ||||||
Loan principal payments held by servicer, net
(1)
|
3,235 | 1,965 | ||||||
|
|
|
|
|||||
$ | 1,235,859 | $ | 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)
|
$ | 3,330,847 | $ | 62,299 | $ | 734,539 | $ | 2,248,804 | $ | 285,205 | ||||||||||
Principal repayments under secured debt agreements
(2)
|
9,000,277 | 126,030 | 3,745,036 | 4,922,430 | 206,781 | |||||||||||||||
Principal repayments of secured term loans
(3)
|
1,065,451 | 10,738 | 21,475 | 21,475 | 1,011,763 | |||||||||||||||
Principal repayments of convertible notes
(4)
|
622,500 | — | 622,500 | — | — | |||||||||||||||
Interest payments
(2)(5)
|
790,131 | 253,494 | 359,095 | 155,945 | 21,597 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
(6)
|
$ | 14,809,206 | $ | 452,561 | $ | 5,482,645 | $ | 7,348,654 | $ | 1,525,346 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
(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 Loans are 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 loans.
|
|
(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 Loans. Future interest payment obligations are estimated assuming the interest rates in effect as of September 30, 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 $716.2 million of
non-consolidated
senior interests and $2.9 billion of consolidated and
non-consolidated
securitized debt obligations, as the satisfaction of these liabilities will not require cash outlays from us.
|
Nine Months Ended September 30,
|
||||||||
2020
|
2019
|
|||||||
Cash flows provided by operating activities
|
$ | 261,296 | $ | 228,591 | ||||
Cash flows used in investing activities
|
(105,726 | ) | (668,618 | ) | ||||
Cash flows provided by financing activities
|
120,778 | 419,550 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$ | 276,348 | $ | (20,477 | ) | |||
|
|
|
|
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 |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||
1
|
Senior loan
|
8/14/2019
|
$
|
1,264.4
|
|
$
|
1,264.4
|
|
$
|
1,256.4
|
|
|
L + 2.50%
|
|
|
L + 2.83%
|
|
12/23/2024
|
Dublin - IE
|
Office
|
$460 / sqft
|
|
74%
|
|
3
|
|||||||||||||
2
|
Senior loan
|
3/22/2018
|
|
995.1
|
|
|
995.1
|
|
|
992.2
|
|
|
L + 3.15%
|
|
|
L + 3.37%
|
|
3/15/2023
|
Diversified - Spain
|
Mixed-Use
|
n/a
|
|
71%
|
|
4
|
|||||||||||||
3
|
Senior loan
|
11/25/2019
|
|
724.2
|
|
|
645.6
|
|
|
646.3
|
|
|
L + 2.30%
|
|
|
L + 3.18%
|
|
12/9/2024
|
New York
|
Office
|
$925 / sqft
|
|
65%
|
|
3
|
|||||||||||||
4
|
Senior loan
|
5/11/2017
|
|
646.8
|
|
|
615.8
|
|
|
615.1
|
|
|
L + 3.40%
|
|
|
L + 3.57%
|
|
6/10/2023
|
Washington DC
|
Office
|
$302 / sqft
|
|
62%
|
|
3
|
|||||||||||||
5
|
Senior loan
|
8/22/2018
|
|
362.5
|
|
|
357.0
|
|
|
355.9
|
|
|
L + 3.15%
|
|
|
L + 3.49%
|
|
8/9/2023
|
Maui
|
Hospitality
|
$463,671 / key
|
|
61%
|
|
4
|
|||||||||||||
6
|
Senior loan
|
10/23/2018
|
|
352.4
|
|
|
347.4
|
|
|
347.1
|
|
|
L + 3.40%
|
|
|
L + 3.67%
|
|
1/23/2022
|
New York
|
Mixed-Use
|
$588 / sqft
|
|
65%
|
|
3
|
|||||||||||||
7
|
Senior loan
|
4/11/2018
|
|
355.0
|
|
|
344.5
|
|
|
344.0
|
|
|
L + 2.85%
|
|
|
L + 3.10%
|
|
5/1/2023
|
New York
|
Office
|
$437 / sqft
|
|
71%
|
|
2
|
|||||||||||||
8
|
Senior loan
(4)
|
8/6/2015
|
|
315.2
|
|
|
315.2
|
|
|
57.6
|
|
|
5.75%
|
|
|
5.81%
|
|
10/29/2022
|
Diversified - EUR
|
Other
|
n/a
|
|
71%
|
|
3
|
|||||||||||||
9
|
Senior loan
|
1/11/2019
|
|
310.2
|
|
|
310.2
|
|
|
307.0
|
|
|
L + 4.35%
|
|
|
L + 4.70%
|
|
1/11/2026
|
Diversified - UK
|
Other
|
$306 / sqft
|
|
74%
|
|
4
|
|||||||||||||
10
|
Senior loan
|
11/30/2018
|
|
286.3
|
|
|
286.3
|
|
|
284.8
|
|
|
n/m
(7)
|
|
|
n/m
(7)
|
|
8/9/2025
|
New York
|
Hospitality
|
$306,870 / key
|
|
73%
|
|
5
|
|||||||||||||
11
|
Senior loan
|
2/27/2020
|
|
300.0
|
|
|
281.7
|
|
|
279.4
|
|
|
L + 2.70%
|
|
|
L + 3.03%
|
|
3/9/2025
|
New York
|
Mixed-Use
|
$884 / sqft
|
|
59%
|
|
3
|
|||||||||||||
12
|
Senior loan
|
7/31/2018
|
|
279.5
|
|
|
278.0
|
|
|
277.0
|
|
|
L + 3.10%
|
|
|
L + 3.52%
|
|
8/9/2022
|
San Francisco
|
Office
|
$701 / sqft
|
|
50%
|
|
2
|
|||||||||||||
13
|
Senior loan
(4)
|
8/7/2019
|
|
745.8
|
|
|
270.3
|
|
|
52.1
|
|
|
L + 3.12%
|
|
|
L + 3.55%
|
|
9/9/2025
|
Los Angeles
|
Office
|
$183 / sqft
|
|
59%
|
|
3
|
|||||||||||||
14
|
Senior loan
|
12/11/2018
|
|
310.0
|
|
|
256.7
|
|
|
255.2
|
|
|
L + 2.55%
|
|
|
L + 2.96%
|
|
12/9/2023
|
Chicago
|
Office
|
$216 / sqft
|
|
78%
|
|
3
|
|||||||||||||
15
|
Senior loan
|
11/30/2018
|
|
253.9
|
|
|
248.2
|
|
|
247.2
|
|
|
L + 2.80%
|
|
|
L + 3.17%
|
|
12/9/2023
|
San Francisco
|
Hospitality
|
$364,513 / key
|
|
73%
|
|
4
|
|||||||||||||
16
|
Senior loan
|
9/23/2019
|
|
293.0
|
|
|
246.6
|
|
|
244.2
|
|
|
L + 3.00%
|
|
|
L + 3.22%
|
|
11/15/2024
|
Diversified - Spain
|
Hospitality
|
$131,649 / key
|
|
62%
|
|
4
|
|||||||||||||
17
|
Senior loan
|
9/30/2019
|
|
305.5
|
|
|
244.8
|
|
|
245.0
|
|
|
L + 3.66%
|
|
|
L + 3.75%
|
|
9/9/2024
|
Chicago
|
Office
|
$212 / sqft
|
|
58%
|
|
2
|
|||||||||||||
18
|
Senior loan
|
10/23/2018
|
|
290.4
|
|
|
241.1
|
|
|
239.8
|
|
|
L + 2.80%
|
|
|
L + 3.04%
|
|
11/9/2024
|
Atlanta
|
Office
|
$225 / sqft
|
|
64%
|
|
2
|
|||||||||||||
19
|
Senior loan
|
5/9/2018
|
|
242.9
|
|
|
232.9
|
|
|
232.8
|
|
|
L + 2.60%
|
|
|
L + 3.13%
|
|
5/9/2023
|
New York
|
Industrial
|
$66 / sqft
|
|
70%
|
|
2
|
|||||||||||||
20
|
Senior loan
|
4/17/2018
|
|
225.0
|
|
|
225.0
|
|
|
224.9
|
|
|
L + 3.25%
|
|
|
L + 3.47%
|
|
5/9/2023
|
New York
|
Office
|
$210 / sqft
|
|
45%
|
|
1
|
|||||||||||||
21
|
Senior loan
|
7/20/2017
|
|
249.7
|
|
|
220.8
|
|
|
220.5
|
|
|
L + 4.80%
|
|
|
L + 5.05%
|
|
8/9/2022
|
San Francisco
|
Office
|
$367 / sqft
|
|
58%
|
|
2
|
|||||||||||||
22
|
Senior loan
|
6/23/2015
|
|
209.4
|
|
|
209.4
|
|
|
209.1
|
|
|
L + 3.65%
|
|
|
L + 3.91%
|
|
5/8/2022
|
Washington DC
|
Office
|
$235 / sqft
|
|
72%
|
|
2
|
|||||||||||||
23
|
Senior loan
|
11/5/2019
|
|
225.5
|
|
|
206.0
|
|
|
204.3
|
|
|
L + 3.85%
|
|
|
L + 4.45%
|
|
2/21/2025
|
Diversified - IT
|
Industrial
|
$407 / sqft
|
|
66%
|
|
3
|
|||||||||||||
24
|
Senior loan
|
12/12/2019
|
|
260.5
|
|
|
201.5
|
|
|
200.7
|
|
|
L + 2.40%
|
|
|
L + 2.68%
|
|
12/9/2024
|
New York
|
Office
|
$96 / sqft
|
|
42%
|
|
1
|
|||||||||||||
25
|
Senior loan
|
8/31/2017
|
|
203.0
|
|
|
197.8
|
|
|
197.2
|
|
|
L + 2.50%
|
|
|
L + 2.85%
|
|
9/9/2023
|
Orange County
|
Office
|
$230 / sqft
|
|
64%
|
|
3
|
|||||||||||||
26
|
Senior loan
|
6/27/2019
|
|
224.8
|
|
|
197.1
|
|
|
195.7
|
|
|
L + 2.80%
|
|
|
L + 3.16%
|
|
8/15/2026
|
Berlin - DEU
|
Office
|
$423 / sqft
|
|
62%
|
|
3
|
|||||||||||||
27
|
Senior loan
|
12/22/2016
|
|
204.5
|
|
|
190.9
|
|
|
190.8
|
|
|
L + 2.90%
|
|
|
L + 2.98%
|
|
12/9/2022
|
New York
|
Office
|
$268 / sqft
|
|
64%
|
|
3
|
|||||||||||||
28
|
Senior loan
|
9/25/2019
|
|
190.1
|
|
|
190.1
|
|
|
189.1
|
|
|
L + 4.35%
|
|
|
L + 4.93%
|
|
9/26/2023
|
London - UK
|
Office
|
$867 / sqft
|
|
72%
|
|
3
|
|||||||||||||
29
|
Senior loan
|
11/23/2018
|
|
192.1
|
|
|
188.3
|
|
|
186.9
|
|
|
L + 2.62%
|
|
|
L + 2.87%
|
|
2/15/2024
|
Diversified - UK
|
Office
|
$1,142 / sqft
|
|
50%
|
|
3
|
|||||||||||||
30
|
Senior loan
|
6/4/2018
|
|
187.8
|
|
|
187.8
|
|
|
187.3
|
|
|
L + 3.50%
|
|
|
L + 3.86%
|
|
6/9/2024
|
New York
|
Hospitality
|
$309,308 / key
|
|
52%
|
|
4
|
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||
31
|
Senior loan | 4/9/2018 | 1,486.5 | 185.0 | 173.2 | L + 8.50 | % | L + 10.64 | % | 6/9/2025 | New York | Office | $525 / sqft | 48% | 2 | |||||||||||||||||||||||
32
|
Senior loan | 9/14/2018 | 180.6 | 180.6 | 180.0 | L + 3.50 | % | L + 3.85 | % | 9/14/2023 | Canberra - AU |
Mixed-Use
|
$401 / sqft | 68% | 3 | |||||||||||||||||||||||
33
|
Senior loan | 4/3/2018 | 178.6 | 177.3 | 177.0 | L + 2.75 | % | L + 3.06 | % | 4/9/2024 | Dallas |
Mixed-Use
|
$502 / sqft | 64% | 3 | |||||||||||||||||||||||
34
|
Senior loan | 9/26/2019 | 175.0 | 175.0 | 174.5 | L + 3.10 | % | L + 3.54 | % | 1/9/2023 | New York | Office | $256 / sqft | 65% | 3 | |||||||||||||||||||||||
35
|
Senior loan | 12/21/2017 | 197.5 | 161.8 | 161.6 | L + 2.65 | % | L + 3.06 | % | 1/9/2023 | Atlanta | Office | $121 / sqft | 51% | 2 | |||||||||||||||||||||||
36
|
Senior loan
(4)
|
11/22/2019 | 470.0 | 157.3 | 30.6 | L + 3.70 | % | L + 4.12 | % | 12/9/2025 | Los Angeles | Office | $158 / sqft | 69% | 3 | |||||||||||||||||||||||
37
|
Senior loan | 9/4/2018 | 172.7 | 156.9 | 156.3 | L + 3.00 | % | L + 3.39 | % | 9/9/2023 | Las Vegas | Hospitality | $189,901 / key | 70% | 4 | |||||||||||||||||||||||
38
|
Senior loan | 8/23/2017 | 165.0 | 154.8 | 154.8 | L + 3.25 | % | L + 3.58 | % | 10/9/2022 | Los Angeles | Office | $314 / sqft | 74% | 2 | |||||||||||||||||||||||
39
|
Senior loan | 11/16/2018 | 211.9 | 153.8 | 152.4 | L + 4.10 | % | L + 4.71 | % | 12/9/2023 | Fort Lauderdale |
Mixed-Use
|
$432 / sqft | 59% | 3 | |||||||||||||||||||||||
40
|
Senior loan | 12/6/2019 | 148.6 | 148.6 | 147.7 | L + 2.80 | % | L + 3.31 | % | 12/5/2024 | London - UK | Office | $984 / sqft | 75% | 3 | |||||||||||||||||||||||
41
|
Senior loan | 12/20/2019 | 145.2 | 145.2 | 143.9 | L + 3.10 | % | L + 3.32 | % | 12/18/2026 | London - UK | Office | $722 / sqft | 75% | 3 | |||||||||||||||||||||||
42
|
Senior loan | 5/11/2017 | 135.9 | 135.6 | 135.3 | L + 3.40 | % | L + 3.64 | % | 6/10/2023 | Washington DC | Office | $311 / sqft | 38% | 2 | |||||||||||||||||||||||
43
|
Senior loan | 11/14/2017 | 133.0 | 133.0 | 132.9 | L + 2.75 | % | L + 3.00 | % | 6/9/2023 | Los Angeles | Hospitality | $532,000 / key | 56% | 3 | |||||||||||||||||||||||
44
|
Senior loan | 1/17/2020 | 203.0 | 131.9 | 130.6 | L + 2.75 | % | L + 3.07 | % | 2/9/2025 | New York |
Mixed-Use
|
$109 / sqft | 43% | 3 | |||||||||||||||||||||||
45
|
Senior loan | 9/5/2019 | 198.4 | 130.0 | 128.4 | L + 2.75 | % | L + 3.27 | % | 9/9/2024 | New York | Office | $811 / sqft | 62% | 3 | |||||||||||||||||||||||
46
|
Senior loan | 4/25/2019 | 210.0 | 128.2 | 127.4 | L + 3.50 | % | L + 3.77 | % | 9/1/2025 | Los Angeles | Office | $576 / sqft | 73% | 3 | |||||||||||||||||||||||
47
|
Senior loan | 12/14/2018 | 135.6 | 127.1 | 126.8 | L + 2.90 | % | L + 3.25 | % | 1/9/2024 | Diversified - US | Industrial | $51 / sqft | 57% | 3 | |||||||||||||||||||||||
48
|
Senior loan | 6/1/2018 | 130.5 | 124.7 | 124.0 | L + 3.40 | % | L + 3.74 | % | 5/28/2023 | London - UK | Office | $846 / sqft | 70% | 1 | |||||||||||||||||||||||
49
|
Senior loan | 11/27/2019 | 146.3 | 123.3 | 122.2 | L + 2.75 | % | L + 3.13 | % | 12/9/2024 | Minneapolis | Office | $124 / sqft | 64% | 3 | |||||||||||||||||||||||
50
|
Senior loan | 4/30/2018 | 165.6 | 117.3 | 116.3 | L + 3.25 | % | L + 3.51 | % | 4/30/2023 | London - UK | Office | $528 / sqft | 60% | 3 | |||||||||||||||||||||||
51
|
Senior loan | 6/28/2019 | 125.0 | 117.2 | 116.8 | L + 2.75 | % | L + 2.91 | % | 2/1/2024 | Los Angeles | Office | $591 / sqft | 48% | 3 | |||||||||||||||||||||||
52
|
Senior loan | 6/28/2019 | 188.6 | 116.7 | 114.8 | L + 3.70 | % | L + 4.33 | % | 6/27/2024 | London - UK | Office | $381 / sqft | 71% | 3 | |||||||||||||||||||||||
53
|
Senior loan | 3/10/2020 | 140.0 | 115.9 | 115.7 | L + 2.50 | % | L + 2.67 | % | 1/9/2025 | New York |
Mixed-Use
|
$75 / sqft | 53% | 3 | |||||||||||||||||||||||
54
|
Senior loan | 7/15/2019 | 144.6 | 114.0 | 113.1 | L + 2.90 | % | L + 3.25 | % | 8/9/2024 | Houston | Office | $206 / sqft | 58% | 3 | |||||||||||||||||||||||
55
|
Senior loan | 10/17/2016 | 107.8 | 107.8 | 107.8 | L + 3.95 | % | L + 3.96 | % | 10/21/2021 | Diversified - UK |
Self-Storage
|
$148 / sqft | 73% | 3 | |||||||||||||||||||||||
56
|
Senior loan | 12/21/2018 | 123.1 | 107.7 | 107.1 | L + 2.60 | % | L + 3.00 | % | 1/9/2024 | Chicago | Office | $211 / key | 72% | 3 | |||||||||||||||||||||||
57
|
Senior loan | 10/16/2018 | 113.7 | 104.8 | 104.4 | L + 3.25 | % | L + 3.57 | % | 11/9/2023 | San Francisco | Hospitality | $228,253 / key | 72% | 4 | |||||||||||||||||||||||
58
|
Senior loan | 11/30/2018 | 151.1 | 103.8 | 103.0 | L + 2.55 | % | L + 2.80 | % | 12/9/2024 | Washington DC | Office | $296 / sqft | 60% | 3 | |||||||||||||||||||||||
59
|
Senior loan | 3/13/2018 | 123.0 | 103.6 | 103.1 | L + 3.00 | % | L + 3.27 | % | 4/9/2025 | Honolulu | Hospitality | $160,580 / key | 50% | 3 | |||||||||||||||||||||||
60
|
Senior loan | 12/19/2018 | 106.7 | 103.0 | 102.9 | L + 2.60 | % | L + 2.94 | % | 12/9/2022 | Chicago | Multi | $556,723 / unit | 66% | 2 |
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 |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||
61
|
Senior loan | 3/25/2020 | 124.9 | 102.0 | 100.9 | L + 2.40 | % | L + 2.78 | % | 3/31/2025 | Diversified - NL | Multi | $124,503 / unit | 65% | 3 | |||||||||||||||||||||||
62
|
Senior loan
(4)
|
9/22/2017 | 111.7 | 100.0 | 25.0 | L + 5.25 | % | L + 6.80 | % | 10/9/2022 | San Francisco | Multi | $547,745 / unit | 46% | 3 | |||||||||||||||||||||||
63
|
Senior loan | 12/23/2019 | 109.7 | 94.3 | 93.6 | L + 2.70 | % | L + 3.03 | % | 1/9/2025 | Miami | Multi | $326,262 / unit | 68% | 3 | |||||||||||||||||||||||
64
|
Senior loan | 3/28/2019 | 98.4 | 93.7 | 93.6 | L + 3.25 | % | L + 3.40 | % | 1/9/2024 | New York | Hospitality | $242,198 / key | 63% | 4 | |||||||||||||||||||||||
65
|
Senior loan | 5/16/2014 | 92.0 | 92.0 | 91.9 | L + 3.85 | % | L + 4.04 | % | 7/9/2022 | Miami | Office | $198 / sqft | 67% | 3 | |||||||||||||||||||||||
66
|
Senior loan | 12/10/2018 | 114.7 | 91.9 | 91.0 | L + 2.95 | % | L + 3.34 | % | 12/3/2024 | London - UK | Office | $439 / sqft | 72% | 3 | |||||||||||||||||||||||
67
|
Senior loan | 4/12/2018 | 103.1 | 91.8 | 91.5 | L + 2.75 | % | L + 3.06 | % | 5/9/2023 | San Francisco | Office | $239 / sqft | 72% | 2 | |||||||||||||||||||||||
68
|
Senior loan | 8/18/2017 | 91.1 | 91.1 | 90.8 | L + 4.10 | % | L + 4.41 | % | 8/18/2022 | Brussels - BE | Office | $141 / sqft | 59% | 1 | |||||||||||||||||||||||
69
|
Senior loan | 3/31/2017 | 96.9 | 88.4 | 88.7 | L + 4.30 | % | L + 4.69 | % | 4/9/2022 | New York | Office | $434 / sqft | 64% | 3 | |||||||||||||||||||||||
70
|
Senior loan | 2/18/2015 | 87.7 | 87.7 | 87.8 | L + 3.75 | % | L + 4.00 | % | 10/9/2020 | Diversified - CA | Office | $181 / sqft | 71% | 3 | |||||||||||||||||||||||
71
|
Senior loan | 11/22/2019 | 85.0 | 85.0 | 84.7 | L + 2.99 | % | L + 3.27 | % | 12/1/2024 | San Jose | Multi | $317,164 / unit | 62% | 3 | |||||||||||||||||||||||
72
|
Senior loan | 6/29/2016 | 83.4 | 80.0 | 79.8 | L + 2.80 | % | L + 3.04 | % | 7/9/2021 | Miami | Office | $308 / sqft | 64% | 2 | |||||||||||||||||||||||
73
|
Senior loan | 2/20/2019 | 131.1 | 75.8 | 74.6 | L + 3.25 | % | L + 3.89 | % | 2/19/2024 | London - UK | Office | $372 / sqft | 61% | 3 | |||||||||||||||||||||||
74
|
Senior loan | 6/18/2019 | 75.0 | 75.0 | 74.5 | L + 2.75 | % | L + 3.15 | % | 7/9/2024 | Napa Valley | Hospitality | $785,340 / key | 74% | 4 | |||||||||||||||||||||||
75
|
Senior loan | 10/17/2018 | 80.4 | 73.9 | 73.8 | L + 2.60 | % | L + 3.03 | % | 11/9/2023 | San Francisco | Office | $460 / sqft | 68% | 2 | |||||||||||||||||||||||
76
|
Senior loan | 6/27/2019 | 84.0 | 73.4 | 73.0 | L + 2.50 | % | L + 2.77 | % | 7/9/2024 | West Palm Beach | Office | $252 / sqft | 70% | 3 | |||||||||||||||||||||||
77
|
Senior loan | 7/26/2018 | 84.1 | 73.3 | 73.3 | L + 2.75 | % | L + 2.85 | % | 7/1/2024 | Columbus | Multi | $69,038 / unit | 69% | 3 | |||||||||||||||||||||||
78
|
Senior loan | 4/5/2018 | 85.3 | 71.2 | 71.0 | L + 3.10 | % | L + 3.51 | % | 4/9/2023 | Diversified - US | Industrial | $26 / sqft | 54% | 3 | |||||||||||||||||||||||
79
|
Senior loan | 3/21/2018 | 74.3 | 69.4 | 69.2 | L + 3.10 | % | L + 3.33 | % | 3/21/2024 | Jacksonville | Office | $91 / sqft | 72% | 2 | |||||||||||||||||||||||
80
|
Senior loan | 10/1/2019 | 354.1 | 68.9 | 65.3 | L + 3.75 | % | L + 4.24 | % | 10/9/2025 | Atlanta |
Mixed-Use
|
$366 / sqft | 70% | 3 | |||||||||||||||||||||||
81
|
Senior loan | 1/30/2020 | 104.4 | 66.7 | 65.9 | L + 2.85 | % | L + 3.22 | % | 2/9/2026 | Honolulu | Hospitality | $214,341 / key | 63% | 4 | |||||||||||||||||||||||
82
|
Senior loan | 8/22/2019 | 74.3 | 65.0 | 64.5 | L + 2.55 | % | L + 2.93 | % | 9/9/2024 | Los Angeles | Office | $389 / sqft | 63% | 3 | |||||||||||||||||||||||
83
|
Senior loan | 6/29/2017 | 63.4 | 63.4 | 63.3 | L + 3.40 | % | L + 3.65 | % | 7/9/2023 | New York | Multi | $184,768 / unit | 69% | 4 | |||||||||||||||||||||||
84
|
Senior loan | 10/5/2018 | 61.6 | 61.6 | 61.3 | L + 5.50 | % | L + 5.65 | % | 10/5/2021 | Sydney - AU | Office | $654 / sqft | 78% | 3 | |||||||||||||||||||||||
85
|
Senior loan | 11/30/2016 | 65.2 | 56.7 | 56.7 | L + 3.10 | % | L + 3.32 | % | 12/9/2021 | Chicago | Retail | $1,167 / sqft | 54% | 4 | |||||||||||||||||||||||
86
|
Senior loan | 10/6/2017 | 55.9 | 55.8 | 55.8 | L + 2.95 | % | L + 3.21 | % | 10/9/2022 | Nashville | Multi | $99,598 / unit | 74% | 2 | |||||||||||||||||||||||
87
|
Senior loan | 10/31/2018 | 63.3 | 55.3 | 55.3 | L + 5.00 | % | L + 5.70 | % | 11/9/2023 | New York | Multi | $287,460 / unit | 61% | 2 | |||||||||||||||||||||||
88
|
Senior loan | 8/16/2019 | 54.3 | 54.3 | 54.2 | L + 2.75 | % | L + 2.95 | % | 9/1/2022 | Sarasota | Multi | $238,158 / unit | 76% | 3 | |||||||||||||||||||||||
89
|
Senior loan | 6/26/2019 | 68.8 | 53.9 | 53.4 | L + 3.35 | % | L + 3.66 | % | 6/20/2024 | London - UK | Office | $609 / sqft | 61% | 3 | |||||||||||||||||||||||
90
|
Senior loan | 11/23/2016 | 53.6 | 53.6 | 53.6 | L + 3.50 | % | L + 3.80 | % | 12/9/2022 | New York | Multi | $223,254 / unit | 65% | 4 |
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property
Type |
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||
91
|
Senior loan
(4)
|
3/23/2020 | 348.6 | 53.1 | 9.5 | L + 3.75 | % | L + 4.40 | % | 1/9/2025 | Nashville |
Mixed-Use
|
$304 / sqft | 78% | 3 | |||||||||||||||||||||||
92
|
Senior loan | 3/11/2014 | 52.5 | 52.5 | 52.5 | n/m |
(7)
|
n/m |
(7)
|
11/9/2020 | New York | Multi | $590,052 / unit | 65% | 5 | |||||||||||||||||||||||
93
|
Senior loan | 8/14/2019 | 70.3 | 51.6 | 51.1 | L + 2.45 | % | L + 2.87 | % | 9/9/2024 | Los Angeles | Office | $591 / sqft | 57% | 3 | |||||||||||||||||||||||
94
|
Senior loan | 6/12/2019 | 55.0 | 48.3 | 48.3 | L + 3.25 | % | L + 3.37 | % | 7/1/2022 | Grand Rapids | Multi | $92,529 / unit | 69% | 3 | |||||||||||||||||||||||
95
|
Senior loan | 8/29/2017 | 51.2 | 47.5 | 47.5 | L + 3.10 | % | L + 3.52 | % | 10/9/2022 | Southern California | Industrial | $96 / sqft | 65% | 3 | |||||||||||||||||||||||
96
|
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 | |||||||||||||||||||||||
97
|
Senior loan | 2/21/2020 | 43.8 | 43.8 | 43.6 | L + 2.95 | % | L + 3.27 | % | 3/1/2025 | Atlanta | Multi | $137,304 / unit | 68% | 3 | |||||||||||||||||||||||
98
|
Senior loan | 6/26/2015 | 41.0 | 41.0 | 40.9 | L + 3.75 | % | L + 4.36 | % | 1/9/2021 | San Diego | Office | $187 / sqft | 73% | 3 | |||||||||||||||||||||||
99
|
Senior loan | 2/20/2019 | 50.3 | 40.5 | 40.2 | L + 3.50 | % | L + 3.91 | % | 3/9/2024 | Calgary - CAN | Office | $111 / sqft | 52% | 3 | |||||||||||||||||||||||
100
|
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 | |||||||||||||||||||||||
101
|
Senior loan | 10/31/2018 | 45.1 | 39.2 | 39.4 | L + 5.00 | % | L + 6.51 | % | 11/9/2023 | New York | Condo | $413 / sqft | 64% | 3 | |||||||||||||||||||||||
102
|
Senior loan | 12/13/2019 | 37.5 | 34.5 | 33.7 | L + 3.55 | % | L + 4.49 | % | 6/12/2024 | Diversified - FR | Industrial | $24 / sqft | 55% | 3 | |||||||||||||||||||||||
103
|
Senior loan | 10/31/2019 | 33.9 | 33.1 | 33.1 | L + 3.25 | % | L + 3.34 | % | 11/1/2024 | Raleigh | Multi | $163,209 / unit | 52% | 3 | |||||||||||||||||||||||
104
|
Senior loan | 10/31/2019 | 31.5 | 31.5 | 31.4 | L + 3.25 | % | L + 3.33 | % | 11/1/2024 | Atlanta | Multi | $165,711 / unit | 60% | 3 | |||||||||||||||||||||||
105
|
Senior loan | 10/31/2019 | 30.2 | 29.9 | 29.9 | L + 3.25 | % | L + 3.33 | % | 11/1/2024 | Austin | Multi | $158,352 / unit | 52% | 3 | |||||||||||||||||||||||
106
|
Senior loan | 10/31/2019 | 27.2 | 27.2 | 27.2 | L + 3.25 | % | L + 3.32 | % | 11/1/2024 | Austin | Multi | $135,323 / unit | 53% | 3 | |||||||||||||||||||||||
107
|
Senior loan | 6/26/2019 | 25.5 | 25.5 | 25.5 | L + 3.25 | % | L + 3.93 | % | 10/1/2020 | Lake Charles | Multi | $95,149 / unit | 73% | 2 | |||||||||||||||||||||||
108
|
Senior loan | 5/31/2019 | 24.4 | 24.4 | 24.4 | L + 4.00 | % | L + 4.20 | % | 6/1/2022 | Denver | Multi | $162,720 / unit | 59% | 2 | |||||||||||||||||||||||
109
|
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 | |||||||||||||||||||||||
110
|
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 | |||||||||||||||||||||||
111
|
Senior loan | 12/23/2019 | 26.2 | 20.8 | 20.6 | L + 2.85 | % | L + 3.21 | % | 1/9/2025 | Miami | Office | $349 / sqft | 68% | 3 | |||||||||||||||||||||||
112
|
Senior loan | 2/26/2020 | 20.4 | 20.4 | 20.4 | L + 2.80 | % | L + 3.27 | % | 3/1/2021 | Atlanta | Multi | $85,356 / unit | 36% | 1 | |||||||||||||||||||||||
113
|
Senior loan | 6/15/2018 | 22.0 | 20.4 | 20.6 | L + 3.60 | % | L + 3.67 | % | 7/1/2022 | Phoenix | Multi | $71,430 / unit | 78% | 2 | |||||||||||||||||||||||
114
|
Senior loan | 3/8/2017 | 20.4 | 20.4 | 20.5 | 4.79 |
%
(8)
|
5.12 |
%
(8)
|
12/23/2021 | Montreal - CAN | Office | $56 / sqft | 45% | 2 | |||||||||||||||||||||||
115
|
Senior loan | 4/26/2019 | 20.0 | 20.0 | 20.0 | L + 2.93 | % | L + 3.38 | % | 5/1/2024 | Nashville | Multi | $198,020 / unit | 73% | 3 | |||||||||||||||||||||||
116
|
Senior loan | 12/21/2018 | 22.9 | 20.0 | 19.9 | L + 3.25 | % | L + 3.48 | % | 1/1/2024 | Daytona Beach | Multi | $74,627 / unit | 77% | 2 | |||||||||||||||||||||||
117
|
Senior loan | 10/20/2017 | 17.2 | 17.2 | 17.2 | L + 4.25 | % | L + 4.28 | % | 11/1/2021 | Houston | Multi | $136,508 / unit | 56% | 2 | |||||||||||||||||||||||
118
|
Senior loan | 3/30/2016 | 16.1 | 16.1 | 16.2 | 5.15 | % | 5.25 | % | 9/3/2021 | Diversified - CAN |
Self-Storage
|
$3,518 / unit | 56% | 1 | |||||||||||||||||||||||
119
|
Senior loan | 6/21/2019 | 14.8 | 14.5 | 14.4 | L + 3.30 | % | L + 3.41 | % | 7/1/2022 | Portland | Multi | $130,180 / unit | 66% | 2 | |||||||||||||||||||||||
120
|
Senior loan | 4/30/2019 | 15.5 | 14.5 | 14.4 | L + 3.00 | % | L + 3.32 | % | 5/1/2024 | Houston | Multi | $46,865 / unit | 78% | 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 September 30, 2020, five loans in our portfolio have been financed with an aggregate $716.2 million of
non-consolidated
senior interest, which are included in the table above. Portfolio excludes our $79.2 million subordinate position in the $807.7 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 September 30, 2020, 98% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $13.9 billion of such loans earned interest based on floors that are above the applicable index. The other 2% of our loans earned a fixed rate of interest, which we reflect as a spread over the relevant floating benchmark rates, as of September 30, 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. Excludes loans accounted for under the cost-recovery method.
|
(6) |
Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date.
|
(7) |
Loans are accounted for under the cost-recovery method.
|
(8) |
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)(3)
|
Interest Rate Sensitivity as of September 30, 2020
|
|||||||||||||||||||||||
Increase in Rates
|
Decrease in Rates
(4)
|
|||||||||||||||||||||||
Currency
|
25 Basis
Points |
50 Basis
Points |
25 Basis
Points |
50 Basis
Points |
||||||||||||||||||||
USD
|
$ | 12,635,544 | Income | $ | 6,697 | $ | 13,940 | $ | (3,708 | ) | $ | (3,708 | ) | |||||||||||
(9,691,490 | ) | Expense | (15,630 | ) | (31,626 | ) | 9,269 | 9,269 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 2,944,054 | Net interest | $ | (8,933 | ) | $ | (17,686 | ) | $ | 5,561 | $ | 5,561 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
EUR
(5)
|
$ | 3,325,028 | Income | $ | — | $ | 37 | $ | — | $ | — | |||||||||||||
(2,447,084 | ) | Expense | — | (27 | ) | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 877,944 | Net interest | $ | — | $ | 10 | $ | — | $ | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
GBP
|
$ | 1,482,322 | Income | $ | 1,413 | $ | 3,226 | $ | (317 | ) | $ | (317 | ) | |||||||||||
(1,059,101 | ) | Expense | (2,118 | ) | (4,236 | ) | 516 | 516 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 423,221 | Net interest | $ | (705 | ) | $ | (1,010 | ) | $ | 199 | $ | 199 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
AUD
|
$ | 242,183 | Income | $ | — | $ | — | $ | — | $ | — | |||||||||||||
(175,651 | ) | Expense | (351 | ) | (703 | ) | 197 | 197 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 66,532 | Net interest | $ | (351 | ) | $ | (703 | ) | $ | 197 | $ | 197 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CAD
|
$ | 41,983 | Income | $ | 3 | $ | 6 | $ | (3 | ) | $ | (6 | ) | |||||||||||
(59,159 | ) | Expense | (118 | ) | (237 | ) | 118 | 228 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | (17,176 | ) | Net interest | $ | (115 | ) | $ | (231 | ) | $ | 115 | $ | 222 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total net interest | $ | (10,104 | ) | $ | (19,620 | ) | $ | 6,072 | $ | 6,179 | ||||||||||||||
|
|
|
|
|
|
|
|
(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. In addition, $13.9 billion of our loans earned interest based on floors that are above the applicable index as of September 30, 2020. Refer to Note 11 to our consolidated financial statements for additional details of our incentive fee calculation.
|
(2) |
Includes investment exposure to the 2018 Single Asset Securitization. Refer to Notes 4 and 15 to our consolidated financial statements for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
(3) |
Includes amounts outstanding under secured debt agreements,
non-consolidated
senior interests, securitized debt obligations,
non-consolidated
securitized debt obligations, and secured term loans.
|
(4) |
Decrease in rates assumes the applicable benchmark rate for each currency does not decrease below 0%.
|
(5) |
Assets balance includes a loan denominated in British Pound Sterling, with an outstanding principal balance of £145.7 million as of September 30, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 9 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
(1)
|
Balances include
non-consolidated
senior interests of £199.3 million.
|
|
(2)
|
Euro balance includes a loan denominated in British Pound Sterling, with an outstanding principal balance of £145.7 million as of September 30, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 9 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6. EXHIBITS
|
|
+ |
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, or the Exchange Act.
|
BLACKSTONE MORTGAGE TRUST, INC.
|
||||
October 29, 2020
|
/s/ Stephen D. Plavin
|
|||
Date
|
Stephen D. Plavin
|
|||
Chief Executive Officer
|
||||
(Principal Executive Officer)
|
||||
October 29, 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
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER
REPURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this Amendment), dated as of September 30, 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, 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, and as further amended by that certain Third Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated as of February 19, 2020, 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 definitions of Alternative Rate, Alternative Rate Transaction and Spread Adjustment in Section 2 of the Repurchase Agreement are hereby deleted in their entirety.
(b) The following definitions in Section 2 of the Repurchase Agreement are hereby deleted in their entirety and the following corresponding definitions are substituted therefor:
Facility Availability Period shall mean the period commencing on June 12, 2013 and ending on September 30, 2023 (or if such day is not a Business Day, the next succeeding Business Day). Notwithstanding anything herein to the contrary, at any time during the Facility Availability Period, Seller may request an extension of the Facility Availability Period which extension shall be in Buyers sole discretion and subject to terms and conditions determined by Buyer in its sole discretion.
Index Rate shall have the meaning set forth in the Fee Agreement.
Pricing Rate shall mean, for any Pricing Rate Period, an annual rate equal to the EURIBO Rate, LIBO Rate, BBSY Rate or CDOR Rate, as applicable, for such Pricing Rate Period (as specified in the related Confirmation) plus the Applicable Spread for such Transaction and shall be subject to adjustment and/or conversion as provided in the Transaction Documents (including, without limitation, as provided in Section 3(g) of this Agreement on and after an Index Transition Date, to the Applicable Alternative Rate).
Pricing Rate Determination Date shall mean, with respect to any Pricing Rate Period with respect to any Transaction:
(a) if the Applicable Index with respect to such Pricing Rate Period is EURIBOR, LIBOR, the BBSY Rate or the CDOR Rate (or, if applicable, the Prime Rate), the second (2nd) Business Day preceding the first day of such Pricing Rate Period (or, in the case of a Foreign Purchased Loan (AU) only, the first day of such Pricing Rate Period); or
(b) if the Applicable Index with respect to such Pricing Rate Period is a Replacement Index, a date Buyer reasonably determines, on or prior to the applicable Index Transition Date, that is consistent with Market Practice in implementing the applicable Index Transition.
Pricing Rate Period shall mean, with respect to a Remittance Date during which the Applicable Index is:
(a) EURIBOR, LIBOR, the BBSY Rate or the CDOR Rate (or, if applicable, the Prime Rate), (i) in the case of the first Pricing Rate Period with respect to any Transaction, the period commencing on and including the Purchase Date for such
2
Transaction and ending on and excluding the following Remittance Date, and (ii) in the case of any subsequent Pricing Rate Period, the period commencing on and including such Remittance Date and ending on and excluding the following Remittance Date; provided, however, that in no event shall any Pricing Rate Period end subsequent to the Repurchase Date; or
(b) the Replacement Index, a period Buyer determines is consistent with Market Practice implementing the applicable Index Transition.
(c) The following defined terms are hereby added to Section 2 of the Repurchase Agreement in their appropriate alphabetical location as follows:
Applicable Alternative Rate shall have the meaning set forth in the Fee Agreement.
Applicable Index shall have the meaning set forth in the Fee Agreement.
Available Tenor shall mean, as of any date of determination and with respect to the then-current Applicable Index, as applicable, any tenor for such Applicable Index or payment period for Price Differential or interest calculated with reference to such Applicable Index, as applicable, that is or may be used for determining the length of a Pricing Rate Period pursuant to this Agreement as of such date.
CAD Reference Banks shall mean any four major reference banks in the Toronto interbank market selected by Buyer.
CDOR Rate shall mean, with respect to any Pricing Rate Period related to any Foreign Purchased Loan (CAD), the average rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) applicable to CA Dollar bankers acceptances for a period equal in length to one month or three months, as applicable, that appears (a) on page CDOR01 or CDOR03, as applicable, of the Bloomberg Professional Service screen (or any replacement Bloomberg Professional Service page which displays that rate) or (b) on the appropriate page of such other information service which publishes that rate from time to time in place of Bloomberg Professional Services, in each case as of 10:00 a.m., Toronto time, on the related Pricing Rate Determination Date (the CDOR Screen Rate). If such page or service ceases to be available, Buyer may specify another page or service displaying the relevant rate after consultation with Seller.
If the CDOR Screen Rate is not available, Buyer shall request the principal Toronto office of the CAD Reference Banks to provide the rate such bank is quoting as its discount rate for purchase of CA Dollar bankers acceptances in an amount not less than the Repurchase Price of the applicable Transaction for a one or three month period, as applicable, as of 10:00 a.m., Toronto time, on the related Pricing Rate Determination Date.
3
If at least one such offered quotation is provided, the CDOR Rate with respect to the relevant Pricing Rate Period related to a Foreign Purchased Loan (CAD) shall be (i) where more than one offered quotation is provided by the CAD Reference Banks, the arithmetic mean (rounded upwards to four decimal places) of all of such offered quotations or (ii) where only one offered quotation is provided by the CAD Reference Banks, such offered quotation (rounded upwards to four decimal places).
If at or about noon, Toronto time, on the related Pricing Rate Determination Date, no CAD Reference Banks have provided quotations, then the CDOR Rate with respect to the relevant Pricing Rate Period related to a Foreign Purchased Loan (CAD) shall be the rate determined by Buyer, as a percentage rate per annum, of the cost to Buyer of funding an amount not less than the Repurchase Price for the applicable Transaction in CA Dollars from whatever source it may reasonably select.
The CDOR Rate shall be determined by Buyer or its agent pursuant to the terms of this Repurchase Agreement, which determination shall be conclusive absent manifest error. If the calculation of the CDOR Rate with respect to a Pricing Rate Period results in a CDOR Rate of less than zero (0), the CDOR Rate shall be deemed to be zero (0) for all purposes of this Agreement with respect to such Pricing Rate Period.
CDOR Screen Rate shall have the meaning set forth in the definition of CDOR Rate.
Conforming Changes shall mean any technical, administrative or operational changes (including, but not limited to, changes to the definition of Business Day, the definition of Pricing Rate Determination Date, the definition of Pricing Rate Period, the timing and frequency of determining rates and other administrative matters) which Buyer reasonably determines are both (i) appropriate to implement the Index Transition and (ii) consistent with Market Practice (or, if Buyer decides that adoption of any portion of such Market Practice is not administratively feasible or if Buyer reasonably determines that no Market Practice for the administration of such Index Transition exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
Corresponding Tenor shall mean, with respect to any Available Tenor, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding Business Day adjustment) as such Available Tenor.
Daily Compounded SOFR shall mean, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by Buyer in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Daily Compounded SOFR for business loans; provided, that if Buyer decides that any such convention is not administratively feasible for Buyer, then Buyer may establish another convention in its reasonable discretion.
4
Delaware LLC Act shall mean Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.
Division/Series Transaction shall mean, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, any event or transaction where such Person (a) divides into two or more Persons (whether or not the original Person or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation Section 18-217 of the Delaware LLC Act.
Index shall have the meaning set forth in the Fee Agreement.
Index Transition shall have the meaning set forth in the Fee Agreement.
Index Transition Date shall mean the next subsequent Pricing Rate Determination Date which is at least ten (10) Business Days following the date of delivery of an Index Transition Notice.
Index Transition Event shall mean the occurrence of a determination by Buyer that one of the following events has occurred with respect to the then-current Applicable Index:
(a) a public statement or publication of information by or on behalf of the administrator of such Applicable Index (or the published component used in the calculation thereof) announcing that the administrator has ceased or will cease to provide all Available Tenors of such Applicable Index (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Applicable Index (or such component thereof);
(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Applicable Index (or the published component used in the calculation thereof), a Relevant Governmental Body, an insolvency official with jurisdiction over the administrator for such Applicable Index (or such component), a resolution authority with jurisdiction over the administrator for such Applicable Index (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Applicable Index (or such component), which states that the administrator of such Applicable Index (or such component) has ceased or will cease to provide all Available Tenors of such Applicable Index (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Applicable Index (or such component thereof); or
5
(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Applicable Index (or the published component used in the calculation thereof) announcing that all Available Tenors of such Applicable Index (or such component thereof) are no longer representative.
For the avoidance of doubt, an Index Transition Event will be deemed to have occurred with respect to any Applicable Index if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Applicable Index (or the published component used in the calculation thereof).
Index Transition Notice shall mean a notice given by Buyer which:
(a) sets forth in reasonable detail the circumstances of the Index Transition;
(b) designates an Index Transition Date; and
(c) if feasible, identifies other Interest Determinations and Conforming Changes to implement such Index Transition.
Interest Determination shall mean any determination related to an Index or an Index Transition.
ISDA Definitions shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
Market Practice shall mean the practice and course of dealing, including the manner of implementing Index Transitions, under repurchase facilities for Similar Loans with similarly situated counterparties domiciled in the United States.
Rate Adjustment shall mean, with respect to any Index Transition for any applicable Pricing Rate Period and Available Tenor, an adjustment which may be zero (0) or a positive or negative value, and which adjustment shall be the first alternative set forth in the order below:
(a) the adjustment, or method for calculating such adjustment, as of the Index Transition Date that has been selected, endorsed or recommended by the Relevant Governmental Body for such Index Transition for the applicable Corresponding Tenor;
(b) the adjustment as of the Index Transition Date that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Index Transition for the applicable Corresponding Tenor; and
6
(c) the adjustment that has been selected by Buyer in its reasonable discretion for the applicable Corresponding Tenor consistently with Market Practice for handling such Index Transition, giving due consideration to the then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such adjustment, for the replacement of the then-current Index with the applicable Replacement Index for U.S. dollar denominated floating rate commercial real estate mortgage loans as of the Index Transition Date.
Relevant Governmental Body shall mean:
(a) the Federal Reserve Board or the Federal Reserve Bank of New York; or
(b) a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
Replacement Index shall mean, for any Available Tenor, as of the relevant Index Transition Date and thereafter until a subsequent Index Transition Date or the Repurchase Date, the first alternative Index set forth in the order below that Buyer determines is available and appropriate for the transaction and consistent with Market Practice:
(a) Term SOFR;
(b) Daily Compounded SOFR; or
(c) an Index selected by Buyer as the replacement for the then-current Applicable Index for the applicable Corresponding Tenor giving due consideration to any selection or recommendation of a replacement Index or the mechanism for determining such an Index by the Relevant Governmental Body.
If the Replacement Index as determined pursuant to clause (a), (b) or (c) above would be less than zero (0), the Replacement Index shall be deemed to be zero (0) for all purposes of this Agreement with respect to the applicable Pricing Rate Period.
SOFR shall mean, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrators Website on the immediately succeeding Business Day.
SOFR Administrator shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
SOFR Administrators Website shall mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
7
Term SOFR shall mean, for the applicable Corresponding Tenor as of the applicable Pricing Rate Determination Date, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
(d) Sections 3(g), 3(h) and 3(i) of the Repurchase Agreement are hereby deleted in their entirety and replaced with the following:
(g) Upon Buyers reasonable determination that an Index Transition Event has occurred:
(i) |
Buyer shall provide an Index Transition Notice to Seller; |
(ii) |
the Applicable Index shall transition, as of the Index Transition Date, to a Replacement Index identified in accordance with the definition thereof and the provisions hereof; and |
(iii) |
the Rate Adjustment shall transition in accordance with the definition thereof. |
To the extent of any such determination by Buyer that an Index Transition Event has occurred, such determination and imposition of a Replacement Index will not be applied to Seller unless Buyer is imposing changes similar in substance on its similarly situated customers domiciled in the United States under repurchase facilities under which Buyer has a comparable contractual right, which repurchase facilities finance commercial real estate mortgage loans of similar type, size and duration to the affected Purchased Loans and which are otherwise similar to such Purchased Loans in a manner which is material to Buyers determination hereunder (Similar Loans).
Notwithstanding anything to the contrary herein or in any other Transaction Documents, Buyer shall have the right (subject to disclosure to and discussion with Seller in advance of formal notice) to make Conforming Changes to the Transaction Documents from time to time in connection with an Index Transition Event, and such Conforming Changes shall become effective without any further action or consent by Seller but only after delivery of written notice thereof by Buyer to Seller.
(h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect or continue Transactions as contemplated by the Transaction Documents, (a) the commitment, if any, of Buyer hereunder to enter into new Transactions shall forthwith be canceled, and (b) unless a Replacement Index becomes effective as provided in Section 3(g)(ii), the Pricing Rate for the Transactions then outstanding shall be converted automatically to a per annum rate equal to the Prime Rate plus 100 basis points (1.00%) on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer such amounts, if any, as may be required pursuant to Section 3(i) of this Agreement.
8
(i) Upon written demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any net actual, out-of-pocket loss or expense (not to include any indirect or consequential damages including, without limitation, any lost profit or opportunity) which Buyer sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual, out-of-pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained), (iii) a default by Seller in selling Eligible Loans after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement or (iv) any Interest Determination which results in a transition to a Replacement Index on a day which is not the last day of the then current Pricing Rate Period. A certificate as to such actual costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller.
(e) Section 3(l) of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
(l) Notwithstanding the foregoing or anything herein or in the Fee Agreement to the contrary, (x) no Exit Fee shall be due and payable in connection with the early repurchase of a Purchased Loan if Seller repurchases such Purchased Loan within sixty (60) days after the Index Transition Date for the related Transaction, (y) if Buyer notifies Seller of its entitlement to additional amounts pursuant to Section 3(j) or 3(k), then provided Seller pays such additional amounts pursuant to Section 3(j) or 3(k), Seller may consummate an early repurchase of all of the Purchased Loans and terminate this Agreement and the other Transaction Documents without payment of the Exit Fee and (z) no Exit Fee shall be due and payable in connection with any reduction in outstanding Purchase Price or consummation of an early repurchase of a Purchased Loan in accordance with Section 4(a).
(f) The following Section 11(k) shall be added to the Repurchase Agreement in its proper location, the word or shall be deleted at the end of Section 11(i) and the second Section 11(h) of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following Section 11(j):
(j) take any action that will cause its centre of main interests as such term is used in the Recast Insolvency Regulation) to be located in the United Kingdom or Europe or register as a company in any jurisdiction other than Delaware; or
9
(k) suffer a Change of Control that Buyer has not consented to or enter into or permit any Division/Series Transaction with respect to Seller.
2. Sellers Representations. Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors rights generally and to equitable principles. No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Seller of this Amendment. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Seller of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).
3. Reaffirmation of Guaranty. Guarantor has executed this Amendment for the purpose of acknowledging and agreeing that, notwithstanding the execution and delivery of this Amendment and the amendment of the Repurchase Agreement hereunder, all of Guarantors obligations under the Guaranty remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects.
4. Full Force and Effect. Except as expressly modified hereby, all of the terms, covenants and conditions of the Repurchase Agreement and the other Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed by Seller. Any inconsistency between this Amendment and the Repurchase Agreement (as it existed before this Amendment) shall be resolved in favor of this Amendment, whether or not this Amendment specifically modifies the particular provision(s) in the Repurchase Agreement inconsistent with this Amendment. All references to the Agreement in the Repurchase Agreement or to the Repurchase Agreement in any of the other Transaction Documents shall mean and refer to the Repurchase Agreement as modified and amended hereby.
5. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.
6. Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.
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
10
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]
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written and effective as of the Effective Date.
BUYER: |
||
CITIBANK, N.A. |
||
By: |
/s/ Richard Schlenger |
|
Name: |
Richard Schlenger | |
Title: |
Authorized Signatory |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Fourth Amendment to Fourth Amended and Restated Master Repurchase Agreement]
SELLER: |
||
PARLEX 2 FINANCE, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: |
Douglas N. Armer |
|
Title: |
Executive Vice President, Capital Markets and Treasurer |
|
PARLEX 2A FINCO, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: |
Douglas N. Armer |
|
Title: |
Executive Vice President, Capital Markets and Treasurer |
|
PARLEX 2 UK FINCO, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: |
Douglas N. Armer |
|
Title: |
Executive Vice President, Capital
|
PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: |
Douglas N. Armer |
|
Title: |
Executive Vice President, Capital Markets and Treasurer |
[Signature Page to Fourth Amendment to Fourth Amended and Restated Master Repurchase Agreement]
PARLEX 2 CAD FINCO, LLC, a Delaware limited liability company |
||
By: |
/s/ Douglas N. Armer |
|
Name: |
Douglas N. Armer |
|
Title: |
Executive Vice President, Capital Markets and Treasurer |
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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 |
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Title: |
Executive Vice President, Capital Markets and Treasurer |
[SIGNATURES CONTINUE ON NEXT PAGE]
[Signature Page to Fourth Amendment to Fourth Amended and Restated Master Repurchase Agreement]
GUARANTOR: |
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BLACKSTONE MORTGAGE TRUST, INC., | ||
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 Fourth Amendment to Fourth Amended and Restated Master Repurchase Agreement]
Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated August 25, 2020 (this Amendment), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, Purchaser), PARLEX 3A FINCO, LLC, a limited liability company organized under the laws of the State of Delaware (US Seller), PARLEX 3A UK FINCO, LLC, a limited liability company organized under the laws of the State of Delaware (UK Seller), and PARLEX 3A EU FINCO, LLC, a limited liability company organized under the laws of the State of Delaware (EUR Seller, and together with US Seller, UK Seller, and each of their respective successors and permitted assigns, each, a Seller and collectively, Sellers). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).
RECITALS
WHEREAS, Sellers and Purchaser are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019 (the Existing Repurchase Agreement and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the Repurchase Agreement); and
WHEREAS, Purchaser and Sellers desire to make certain amendments and modifications to the Existing Repurchase Agreement as further set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1
AMENDMENT TO REPURCHASE AGREEMENT
Article 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of Availability Period in its entirety and replacing it with the following:
Availability Period shall mean the period (i) beginning on the Closing Date and (ii) ending June 17, 2021, as such date may be extended pursuant to Article 3(f).
ARTICLE 2
REPRESENTATIONS
Each Seller represents and warrants to Purchaser, as of the date of this Amendment, as follows:
1
(a) excluding any MTM Representations and as disclosed in a Requested Exceptions Report approved by Purchaser in accordance with the terms of the Repurchase Agreement, all representations and warranties made by it in the Existing Repurchase Agreement are true and correct;
(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;
(b) it is duly authorized to execute and deliver this Amendment and to perform its obligations under the Existing Repurchase Agreement, as amended and modified hereby, and has taken all necessary action to authorize such execution, delivery and performance;
(c) the person signing this Amendment on its behalf is duly authorized to do so on its
behalf;
(d) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected;
(e) this Amendment has been duly executed and delivered by it;
(f) the Existing Repurchase Agreement, as amended and modified hereby, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors rights generally and general principles of equity; and
(h) no Material Adverse Effect, Margin Deficit Event, Default or Event of Default has occurred and is continuing.
ARTICLE 3
EXPENSES
Seller shall promptly pay all of Purchasers actual out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, outside attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.
ARTICLE 4
GOVERNING LAW
THIS AMENDMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
ARTICLE 5
MISCELLANEOUS
(a) Except as expressly amended or modified hereby, the Repurchase Agreement and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Amendment.
(b) This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures (such as PDF files) shall constitute original signatures and are binding on all parties.
(c) The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.
(d) This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Repurchase Agreement.
(e) This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.
(f) This Amendment and the Repurchase Agreement, as amended and modified hereby, is a single Transaction Document and shall be construed in accordance with the terms and provisions of the Repurchase Agreement.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
PURCHASER: | ||||
BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales |
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By: |
/s/ Francis X. Gilhool |
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Name: Francis X. Gilhool |
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Title: MD |
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
Barclays-BXMT First Amendment to A&R Master Repurchase Agreement
US SELLER: |
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PARLEX 3A FINCO, LLC, |
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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 |
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Markets, and Treasurer |
Barclays-BXMT - First Amendment to A&R Master Repurchase Agreement
UK SELLER: |
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PARLEX 3A UK FINCO, LLC, |
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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 |
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Markets, and Treasurer |
Barclays-BXMT - First Amendment to A&R Master Repurchase Agreement
EUR SELLER: |
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PARLEX 3A EUR FINCO, LLC, |
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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 |
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Markets, and Treasurer |
Barclays-BXMT - First Amendment to A&R Master Repurchase Agreement
Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen D. Plavin, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Blackstone Mortgage Trust, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 29, 2020
/s/ Stephen D. Plavin |
Stephen D. Plavin |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony F. Marone, Jr., certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Blackstone Mortgage Trust, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 29, 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 September 30, 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 |
October 29, 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 September 30, 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 |
October 29, 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.