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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2020
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Maryland
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94-6181186
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A common stock
, par value $0.01 per share
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BXMT
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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Smaller reporting company
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Emerging growth company
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ITEM 1.
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3 | |||||
ITEM 1A.
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11 | |||||
ITEM 1B.
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65 | |||||
ITEM 2.
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65 | |||||
ITEM 3.
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65 | |||||
ITEM 4.
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65 | |||||
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 66 | ||||
ITEM 6.
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67 | |||||
ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 68 | ||||
ITEM 7A.
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98 | |||||
ITEM 8.
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102 | |||||
ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 102 | ||||
ITEM 9A.
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102 | |||||
ITEM 9B.
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103 | |||||
ITEM 10.
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104 | |||||
ITEM 11.
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104 | |||||
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 104 | ||||
ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 104 | ||||
ITEM 14.
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104 | |||||
ITEM 15.
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105 | |||||
ITEM 16.
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115 | |||||
116 | ||||||
F-1
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Our lending and investment activities subject us to the general political, economic, capital markets, competitive and other conditions in the United States and foreign jurisdictions where we invest, including with respect to the effects of the
COVID-19
pandemic and other events that markedly impact United States or foreign financial markets.
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Fluctuations in prevailing interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, our cash flows and the market value of our investments, and ultimately limit our ability to pay distributions to our stockholders.
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Adverse changes in the real estate and real estate capital markets, in North America, Europe and Australia in particular, could negatively impact our performance by making it more difficult for borrowers of our mortgage loans to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk-adjusted returns.
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Our results of operations, financial condition and business could be materially adversely affected if we experience difficulty accessing financing or raising capital, including due to a significant dislocation in or shut-down of the capital markets, experience a reduction in the yield on our investments, experience an increase in the cost of our financing or experience defaults by borrowers in paying debt service on outstanding indebtedness.
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Events giving rise to increases in our current expected credit loss reserve, including the impact of the
COVID-19
pandemic, have had an adverse effect on our business and results of operations and could in the future have a material adverse effect on our business, financial condition and results of operations.
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Adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating flexibility and the price of our class A common stock.
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Acts of God such as hurricanes, earthquakes and other natural disasters, pandemics or outbreaks of infectious disease, acts of war and/or terrorism and other events that can markedly impact financial markets may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments.
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Deterioration in the performance of properties securing our investments may cause deterioration in the performance of our investments, instances of default or foreclosure on such properties and, potentially, principal losses to us.
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Adverse developments in the availability of desirable investment opportunities whether they are due to competition, regulation or otherwise, could adversely affect our results of operations.
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Difficulty in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to investors to decline.
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Increased competition from entities engaged in mortgage lending and/or investing in our target assets may limit our ability to originate or acquire desirable loans and investments or dispose of assets we target, and could also affect the yields of these assets and have a material adverse effect on our business, financial condition and results of operations.
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Loans or investments involving international real estate-related assets are subject to special risks that we may not manage effectively, including currency exchange risk, the burdens of complying with international regulatory requirements, risks related to taxation and certain economic and political risks, which could have a material adverse effect on our results of operations and financial condition and our ability to make distributions to our stockholders.
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If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.
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ITEM 1.
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BUSINESS
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Total Investment Exposure
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Balance Sheet
Portfolio
(1)
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Loan
Exposure
(1)(2)
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Other
Investments
(3)
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Total Investment
Portfolio |
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Number of investments
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120 | 120 | 1 | 121 | ||||||||||||||
Principal balance
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$ | 16,652,824 | $ | 17,454,621 | $ | 735,542 | $ | 18,190,163 | ||||||||||
Net book value
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$ | 16,399,166 | $ | 16,399,166 | $ | 75,722 | $ | 16,474,888 | ||||||||||
Unfunded loan commitments
(4)
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$ | 3,160,084 | $ | 3,962,960 | $ | — | $ | 3,962,960 | ||||||||||
Weighted-average cash coupon
(5)
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L + 3.18 | % | L + 3.24 | % | L + 2.75 | % | L + 3.22 | % | ||||||||||
Weighted-average
all-in
yield
(5)
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L + 3.53 | % | L + 3.58 | % | L + 3.10 | % | L + 3.56 | % | ||||||||||
Weighted-average maximum maturity (years)
(6)
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3.1 | 3.1 | 4.4 | 3.2 | ||||||||||||||
Origination loan to value (LTV)
(7)
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64.9 | % | 64.9 | % | 42.6 | % | 64.0 | % |
(1) |
Excludes investment exposure to the $79.2 million subordinate position we own in the $735.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
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(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 $801.8 million of such
non-consolidated
senior interests that are not included in our balance sheet portfolio.
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(3) |
Includes investment exposure to the $735.5 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 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
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(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.
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(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 December 31, 2020, 98% of our investments by total investment exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $14.2 billion of such investments earned interest based on floors that are above the applicable index. The other 2% of our investments earned a fixed rate of interest, which we reflect as a spread over the relevant floating benchmark rates, as of December 31, 2020, for purposes of the weighted-averages. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.
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(6) |
Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of December 31, 2020, 32% of our loans and other investments by total investment exposure were subject to yield maintenance or other prepayment restrictions and 68% were open to repayment by the borrower without penalty.
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(7) |
Based on LTV as of the dates loans and other investments were originated or acquired by us.
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(1) |
States comprising less than 1% of total loan portfolio are excluded.
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Portfolio Financing
Outstanding Principal Balance |
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December 31, 2020
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Secured debt agreements
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$ | 7,896,863 | ||
Securitizations
(1)
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3,596,980 | |||
Asset-specific financings
(2)
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1,201,495 | |||
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Total portfolio financing
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$ | 12,695,338 | ||
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(1) |
Includes our consolidated securitized debt obligations of $2.9 billion and our
non-consolidated
securitized debt obligations of $656.3 million. The
non-consolidated
securitized debt obligation 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
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(2) |
Includes our consolidated asset-specific debt agreements of $399.7 million and our
non-consolidated
senior interests of $801.8 million. The
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.
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our Manager shall seek to invest our capital in a broad range of investments in, or relating to, public and/or private debt,
non-controlling
equity, loans and/or other interests (including “mezzanine” interests and/or options or derivatives related thereto) relating to real estate assets (including pools thereof), real estate companies, and/or real estate-related holdings;
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prior to the deployment of capital into investments, our Manager may cause our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S. government obligations and other instruments or investments reasonably determined by our Manager to be of high quality;
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not more than 25% of our equity, as defined in the Management Agreement with our Manager, will be invested in any individual investment without the approval of a majority of the investment risk management committee of our board of directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation shall be deemed to be multiple investments in such underlying securities, instruments and assets and not such particular vehicle, product or other arrangement in which they are aggregated);
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any investment in excess of $350.0 million shall require the approval of a majority of the investment risk management committee of our board of directors;
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no investment shall be made that would cause us to fail to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code; and
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no investment shall be made that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act.
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ITEM 1A.
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RISK FACTORS
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COVID-19
could continue to have a significant long-term impact on the broader economy and the commercial real estate market generally, which would continue to negatively impact the value of the assets collateralizing our loans. Our portfolio includes loans collateralized by hotel, retail, and other asset classes which are particularly negatively impacted by the pandemic. As of December 31, 2020, 17% of our total investment exposure was concentrated in hospitality assets. While we believe the principal amount of our loans are generally adequately protected by underlying property value, there can be no assurance that we will realize the entire principal amount of certain investments. In addition, interest rates and credit spreads have been significantly impacted since the outbreak of
COVID-19.
This has resulted in volatile changes to the interest we earn from our floating rate loans and also the interest obligations on our floating-rate debt, which could result in a decrease to our net interest income.
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Some of our borrowers have indicated that due to the impact of the
COVID-19
pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences and have requested temporary interest deferral or forbearance, or other modifications of their loans. During the year ended December 31, 2020, we closed 49 loan modifications, representing an aggregate principal balance of $6.5 billion as of December 31, 2020. Additional loan modifications may continue in the near term and we may experience instances of default or foreclosure on assets underlying our loans, which will adversely affect the credit profile of our assets and our results of operations and financial condition. Loan modifications may include term extensions, interest rate changes, repurposing of reserves, temporary deferrals of interest, performance test or covenant waivers, and additional equity commitments from sponsors.
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The unprecedented impact of
COVID-19
on commercial real estate created significant uncertainty regarding the application of the credit based margining provisions in our credit facilities. In order to
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address this uncertainty, we modified our seven largest credit facility agreements to temporarily suspend the credit margining provisions for certain collateral assets and to
pre-approve
certain collateral asset modifications in exchange for our deleveraging of the facilities. Although we again extended the agreements to suspend credit margining in the fourth quarter of 2020 without further
de-leveraging,
there can be no assurance that our credit facility lenders will continue to extend temporary suspensions of credit mark provisions or that collateral asset performance itself will not deteriorate. Consequently there can be no assurance that further deleveraging of our credit facilities will not adversely impact our liquidity and earnings. In addition, there can be no assurance that, even if credit concerns ease, we will be able to
re-lever
our portfolio at terms commensurate with those prior to the pandemic in order to recover potential earnings power.
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The ongoing
COVID-19
pandemic has at times curtailed liquidity in the commercial real estate capital markets which in turn has reduced some sources of liquidity for our business primarily in terms of reduced portfolio loan repayments and more limited access to financing on favorable terms. However, many of our obligations, including unfunded loan commitments, were not similarly reduced. Although our liquidity position substantially increased during the second quarter of 2020, there can be no assurance that we will avoid the need to sell assets at inopportune times, engage in dilutive capital raising on unfavorable terms in order to generate the liquidity required to meet our obligations, or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time. Furthermore there can be no assurance that we will have access to financing and corporate capital on terms that enable accretive growth.
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COVID-19
has caused us to materially increase our current expected credit loss, or CECL, reserve. Our initial CECL reserve of $17.7 million recorded on January 1, 2020 was reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the CECL reserve were recognized through net income on our consolidated statements of operations. During the year ended December 31, 2020, we recorded a $167.7 million net increase in the CECL reserve, bringing our total CECL reserve to $185.4 million as of December 31, 2020. This CECL reserve reflects, among other things, the macroeconomic impact of the
COVID-19
pandemic on commercial real estate markets generally, as well as certain loans assessed for impairment in our portfolio. Further, this reserve is not reflective of what we expect our CECL reserve would be absent the current and potential future impacts of the
COVID-19
pandemic. If the adverse macroeconomic effects of the
COVID-19
pandemic persist or worsen, we may further materially increase our CECL reserve, which may have a material adverse effect on our business, financial condition, results of operations and ability to make distributions.
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lack of liquidity in certain of our assets;
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the greater risk of loss to which we are exposed in connection with
B-notes,
mezzanine loans, and other investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures;
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risks associated with loans to properties in transition or construction;
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risks associated with loans or investments involving assets in foreign jurisdictions, especially those experiencing difficulty;
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impairment of our investments and harm to our operations from a prolonged economic slowdown, a lengthy or severe recession or declining real estate values;
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foreign currency risks;
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the concentration of our loans and investments in terms of geography, asset types and sponsors;
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losses resulting from foreclosing on certain of the loans we originate or acquire;
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risks associated with our investments in CMBS, CLOs, and other similar structured finance investments, including those we structure, sponsor or arrange;
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downgrades in credit ratings assigned to our investments;
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investments in
non-conforming
and
non-investment
grade rated loans or securities;
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investments in interest rate- and foreign currency-related derivative instruments;
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the difficulty of estimating provisions for loan losses;
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our debt under our credit facilities and our corporate debt;
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risks associated with
non-recourse
securitizations which we use to finance our assets;
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losses arising from current and future guarantees of debt and contingent obligations of our subsidiaries or joint venture or
co-investment
partners;
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borrower and counterparty risks;
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risks associated with our hedging strategies;
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if the market value or income potential of our real estate-related investments declines, we may need to increase our real estate investments and income and/or liquidate our
non-qualifying
assets in order to maintain our REIT qualification or exclusion from regulation under the Investment Company Act of 1940, as amended;
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operational impacts on ourselves and our third-party advisors, service providers, vendors and counterparties, including operating partners, property managers, other independent third-party appraisal firms that provide appraisals of properties collateralizing our loans, our lenders and other providers of financing, brokers and other counterparties that we purchase and sell assets to and from, derivative counterparties, and legal and diligence professionals that we rely on for acquiring our investments;
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limitations on our ability to ensure business continuity in the event our, or our third-party advisors’ and service providers’, continuity of operations plan is not effective or improperly implemented or deployed during a disruption;
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the availability of key personnel of the Manager and our service providers as they face changed circumstances and potential illness during the pandemic; and
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other risks described herein.
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tenant mix and tenant bankruptcies;
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success of tenant businesses;
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property management decisions, including with respect to capital improvements, particularly in older building structures;
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property location and condition;
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competition from other properties offering the same or similar services;
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changes in laws that increase operating expenses or limit rents that may be charged;
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responses of businesses, governments and individuals to pandemics or outbreaks of contagious disease;
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any liabilities relating to environmental matters at the property;
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changes in global, national, regional, or local economic conditions and/or specific industry segments;
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global trade disruption, significant introductions of trade barriers and bilateral trade frictions;
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declines in global, national, regional or local real estate values;
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declines in global, national, regional or local rental or occupancy rates;
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changes in interest rates, foreign exchange rates, and in the state of the credit and securitization markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate;
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changes in real estate tax rates, tax credits and other operating expenses;
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changes in governmental rules, regulations and fiscal policies, including income tax regulations and environmental legislation;
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acts of God, terrorism, social unrest and civil disturbances, which may decrease the availability of or increase the cost of insurance or result in uninsured losses; and
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adverse changes in zoning laws.
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acquire investments subject to rights of senior classes, special servicers or collateral managers under intercreditor, servicing agreements or securitization documents;
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pledge our investments as collateral for financing arrangements;
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acquire only a minority and/or a
non-controlling
participation in an underlying investment;
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co-invest
with others through partnerships, joint ventures or other entities, thereby acquiring
non-controlling
interests; or
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rely on independent third party management or servicing with respect to the management of an asset.
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currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another, which may have an adverse impact on the valuation of our assets or income, including for purposes of our REIT requirements;
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less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative illiquidity;
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the burdens of complying with international regulatory requirements, including the requirements imposed by exchanges on which our international affiliates list debt securities issued in connection with the financing of our loans or investments involving international real-estate related assets, and prohibitions that differ between jurisdictions;
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changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments;
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a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance;
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political hostility to investments by foreign investors;
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higher rates of inflation;
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higher transaction costs;
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greater difficulty enforcing contractual obligations;
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fewer investor protections;
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certain economic and political risks, including potential exchange control regulations and restrictions on our
non-U.S.
investments and repatriation of profits from investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments; and
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potentially adverse tax consequences.
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our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt or we may fail to comply with covenants contained in our debt agreements, which is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision), which we then may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow undrawn amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements, which would result in a decrease in our liquidity, and/or (iii) the loss of some or all of our collateral assets to foreclosure or sale;
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our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase in an amount sufficient to offset the higher financing costs;
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we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
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we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying investment it was used to finance on favorable terms or at all.
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general economic or market conditions;
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the market’s view of the quality of our assets;
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• |
the market’s perception of our growth potential;
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• |
our current and potential future earnings and cash distributions; and
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the market price of the shares of our class A common stock.
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• |
interest rate, currency and/or credit hedging can be expensive and may result in us generating less net income;
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• |
available interest rate or currency hedges may not correspond directly with the interest rate or currency risk for which protection is sought;
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• |
due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related asset or liability;
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• |
the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements of the Internal Revenue Code or that are done through a TRS (as defined below)) to offset interest rate losses is limited by U.S. federal income tax provisions governing REITs;
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the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
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• |
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay;
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• |
we may fail to recalculate, readjust and execute hedges in an efficient manner; and
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• |
legal, tax and regulatory changes could occur and may adversely affect our ability to pursue our hedging strategies and/or increase the costs of implementing such strategies.
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Broad and Wide-Ranging Activities
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• |
Blackstone’s Policies and Procedures
non-public
information with respect to companies that are clients of Blackstone or its affiliates, in which our Manager may be considering making an investment. As a consequence, that information,
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which could be of benefit to our Manager, might become restricted to those other businesses and otherwise be unavailable to our Manager, and could also restrict our Manager’s activities. Additionally, the terms of confidentiality or other agreements with or related to companies in which any investment vehicle of Blackstone has or has considered making an investment or which is otherwise a client of Blackstone and its affiliates may restrict or otherwise limit the ability of Blackstone or its affiliates, including our Manager, to engage in businesses or activities competitive with such companies.
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Allocation of Investment Opportunities
.
co-investment
vehicles, other entities formed in connection with Blackstone or its affiliates
side-by-side
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• |
Investments in Different Levels or Classes of an Issuer’s Securities
non-controlling
interest in any such investment and a forbearance of rights, including certain
non-economic
rights, relating to the Blackstone Vehicles, such as where Blackstone may cause us to decline to exercise certain control- and/or foreclosure-related rights with respect to a portfolio entity (including following the vote of other third party lenders generally or otherwise recusing ourselves with respect to decisions), including with respect to both normal course ongoing matters (such as consent rights with respect to loan modifications in intercreditor agreements) and also defaults, foreclosures, workouts, restructurings and/or exit opportunities, subject to certain limitations. If we recuse ourselves from decision-making as described above, we will generally rely upon a third party lender to make the decisions, and the third party lender could have conflicts or otherwise make decisions that we would not have made. It is expected that our participation in connection with any such investments and transactions will be negotiated by third parties on market terms and prices. Our Management Agreement requires our Manager to keep our board of directors reasonably informed on a periodic basis in connection with the foregoing, including with respect to transactions that involve investments at different levels of an issuer’s or borrower’s capital structure, as to which our Manager has agreed to provide our board of directors with quarterly updates. We currently hold mortgage and mezzanine loans and other investments in which Blackstone affiliates have interests in the collateral securing or backing such investments. While Blackstone will seek to resolve any conflicts in a fair and equitable manner with respect to conflicts resolution among the Blackstone Vehicles generally, such transactions are not required to be presented to our board of directors for approval, and there can be no assurance that any conflicts will be resolved in our favor.
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• |
Assignment and Sharing or Limitation of Rights
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other reasons which may be unrelated to us, share with or assign to such other Blackstone Vehicles certain of our rights, in whole or in part, or to limit our rights, including certain control- and/or foreclosure-related rights with respect to such shared investments and/or otherwise agree to implement certain procedures to mitigate conflicts of interest which typically involve maintaining a
non-controlling
interest in any such investment and a forbearance of our rights, including certain
non-economic
rights (including following the vote of other third party lenders generally or otherwise being recused with respect to certain decisions, including with respect to both normal course ongoing matters (such as consent rights with respect to loan modifications in intercreditor agreements) and also defaults, foreclosures, workouts, restructurings and/or exit opportunities), subject to certain limitations. While it is expected that our participation in connection with any such investments and transactions would be negotiated by third parties on market prices, such investments and transactions will give rise to potential or actual conflicts of interest. We cannot make assurances that any such conflict will be resolved in our favor. To the extent we hold an interest in a loan or security that is different (including with respect to their relative seniority) than those held by such other Blackstone Vehicles (and vice versa), our Manager and its affiliates may be presented and/or may have limited or no rights with respect to decisions when the interests of the funds/vehicles are in conflict. Such sharing or assignment of rights could make it more difficult for us to protect our interests and could give rise to a conflict (which may be exacerbated in the case of financial distress) and could result in another Blackstone Vehicle exercising such rights in a way adverse to us.
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Providing Debt Financings in connection with Assets Owned by Other Blackstone Vehicles
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• |
Obtaining Financing from Other Blackstone Vehicles
|
• |
Pursuit of Differing Strategies
|
vehicles which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts, clients, entities, funds and/or investment vehicles. For example, an investment professional may determine that it would be in the interest of another account to sell a security that we hold long, potentially resulting in a decrease in the market value of the security held by us.
|
• |
Variation in Financial and Other Benefits
|
• |
Underwriting, Advisory and Other Relationships
“lock-up”
period following the offering under applicable regulations during which time our ability to sell any securities that we continue to hold is restricted. This may prejudice our ability to dispose of such securities at an opportune time.
|
• |
Service Providers
co-investors
or commercial counterparties. Such relationships may influence our Manager in deciding whether to select such service provider. In certain circumstances, service providers, or their affiliates, may charge different rates (including below-market rates or at no cost) or have different arrangements for services provided to Blackstone or its affiliates as compared to services provided to us, which in certain circumstances may result in more favorable rates or arrangements than those payable by us. In addition, in instances where multiple Blackstone businesses may be exploring a potential individual investment, certain of these service providers may choose to be engaged by other Blackstone affiliates rather than us.
|
• |
Material,
Non-Public
Information
non-public
information with respect to an issuer in which we have invested or may invest. Should this occur, our Manager may be restricted from buying or selling securities, derivatives or loans of the issuer on our behalf until such time as the information becomes public or is no longer deemed material. Disclosure of such information to the personnel responsible for management of our business may be on a
need-to-know
non-public
information in the possession of Blackstone which might be relevant to an investment decision to be made by our Manager on our behalf, and our Manager may initiate a transaction or purchase or sell an investment which, if such information had been known to it, may not have been undertaken. Due to these restrictions, our Manager may not be able to initiate a transaction on our behalf that it otherwise might have initiated and may not be able to purchase or sell an investment that it otherwise might have purchased or sold, which could negatively affect our operations.
|
• |
Possible Future Activities
|
• |
Transactions with Blackstone Vehicles
.
|
• |
Loan Refinancings
.
|
• |
Other Affiliate Transactions
|
• |
Family Relationships
|
companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, we will not be precluded from undertaking any of these investment activities or transactions. To the extent Blackstone determines appropriate, it may put in place conflict mitigation strategies with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the Manager.
|
• |
we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;
|
• |
any resulting tax liability could be substantial and could have a material adverse effect on our book value;
|
• |
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and
|
• |
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
|
• |
our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy or prospects, including as a result of the
COVID-19
pandemic;
|
• |
actual or perceived conflicts of interest with our Manager or other affiliates of Blackstone and individuals, including our executives;
|
• |
equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;
|
• |
loss of a major funding source;
|
• |
actual or anticipated accounting problems;
|
• |
publication of research reports about us or the real estate industry;
|
• |
changes in market valuations of similar companies;
|
• |
adverse market reaction to the level of leverage we employ;
|
• |
additions to or departures of our Manager’s or Blackstone’s key personnel;
|
• |
speculation in the press or investment community;
|
• |
our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;
|
• |
increases in market interest rates, which may lead investors to demand a higher distribution yield for our class A common stock, and would result in increased interest expenses on our debt;
|
• |
a compression of the yield on our investments and an increase in the cost of our liabilities;
|
• |
failure to maintain our REIT qualification or exclusion from Investment Company Act regulation;
|
• |
price and volume fluctuations in the overall stock market from time to time;
|
• |
general market and economic conditions, and trends including inflationary concerns, and the current state of the credit and capital markets;
|
• |
significant volatility in the market price and trading volume of securities of publicly traded REITs or other companies in our sector, including us, which is not necessarily related to the operating performance of these companies;
|
• |
changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs;
|
• |
changes in the value of our portfolio;
|
• |
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
• |
operating performance of companies comparable to us;
|
• |
short-selling pressure with respect to shares of our class A common stock or REITs generally; and
|
• |
uncertainty surrounding the strength of the U.S. economy particularly in light of budget deficit concerns and other U.S. and international political and economic affairs.
|
• |
our ability to make profitable investments;
|
• |
margin calls or other expenses that reduce our cash flow;
|
• |
defaults in our asset portfolio or decreases in the value of our portfolio;
|
• |
the impact of changes in interest rates on our net interest income; and
|
• |
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Years ended December 31,
|
||||||||||||||||||||
(in thousands, except per share data) |
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||
Operating Data:
|
||||||||||||||||||||
Interest and related income
|
$ | 779,648 | $ | 882,679 | $ | 756,109 | $ | 537,915 | $ | 497,974 | ||||||||||
Interest and related expense
|
347,471 | 458,503 | 359,625 | 234,870 | 184,270 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from loans and other investments, net
|
$ | 432,177 | $ | 424,176 | $ | 396,484 | $ | 303,045 | $ | 313,704 | ||||||||||
Net income
|
$ | 140,414 | $ | 307,393 | $ | 285,813 | $ | 217,968 | $ | 246,440 | ||||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 137,670 | $ | 305,567 | $ | 285,078 | $ | 217,631 | $ | 238,297 | ||||||||||
Per Share Data:
|
||||||||||||||||||||
Net income from continuing operations per share of common stock
|
||||||||||||||||||||
Basic and diluted
|
$ | 0.97 | $ | 2.35 | $ | 2.50 | $ | 2.27 | $ | 2.53 | ||||||||||
Net income per share of common stock
|
||||||||||||||||||||
Basic and diluted
|
$ | 0.97 | $ | 2.35 | $ | 2.50 | $ | 2.27 | $ | 2.53 | ||||||||||
Dividends declared per share of common stock
|
$ | 2.48 | $ | 2.48 | $ | 2.48 | $ | 2.48 | $ | 2.48 | ||||||||||
As of December 31,
|
||||||||||||||||||||
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total assets
|
$ | 16,958,955 | $ | 16,551,871 | $ | 14,467,375 | $ | 10,258,825 | $ | 8,812,615 | ||||||||||
Secured debt agreements, net
|
7,880,536 | 9,731,426 | 8,893,818 | 5,178,250 | 5,609,031 | |||||||||||||||
Asset-specific debt agreements, net
|
391,269 | 323,504 | 80,938 | 95,605 | 107,323 | |||||||||||||||
Secured term loan, net
|
1,041,704 | 736,142 | — | — | — | |||||||||||||||
Convertible notes, net
|
616,389 | 613,071 | 609,911 | 563,911 | 166,762 | |||||||||||||||
Total liabilities
|
13,054,724 | 12,767,190 | 11,092,768 | 7,341,419 | 6,319,012 | |||||||||||||||
Total equity
|
3,904,231 | 3,784,681 | 3,374,607 | 2,917,406 | 2,493,603 |
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
• |
Net income of $137.7 million, or $0.97 per share, and Distributable Earnings of $352.0 million, or $2.48 per share, with dividends declared of $356.2 million, or $2.48 per share. Net income includes a $167.7 million increase to the current expected credit loss, or CECL, reserve that is excluded from Distributable Earnings, as further described below.
|
• |
Book value per share of $26.42 as of December 31, 2020, which is net of a $1.26 cumulative CECL reserve.
|
• |
Increased liquidity by $387.7 million during the year to $1.1 billion as of December 31, 2020.
|
• |
Loan originations of $1.6 billion. During the year we had loan fundings of $2.1 billion and loan repayments of $2.0 billion, resulting in net portfolio growth of $139.5 million.
|
• |
Portfolio of 121 investments as of December 31, 2020, with a weighted-average origination
loan-to-value
all-in
yield of L+3.56%.
|
• |
Collected 99.7% of the contractual interest payments that were due under our loans during the year, with virtually no interest deferrals during the year.
|
• |
Issued an aggregate 10.0 million shares of our class A common stock through an underwritten public offering, generating aggregate net proceeds of $278.3 million and entered into a $325.0 million senior secured term loan facility.
|
• |
Refinanced $2.1 billion of our secured credit facilities with the proceeds from two
non-recourse,
non-mark-to-market
debt-to-equity
|
• |
Closed $1.2 billion of new financings under our secured credit facilities and maintained stable facility pricing and advance rates with our 12 credit providers through the volatile lending environment in 2020.
|
Three Months Ended
December 31, 2020 |
Year Ended
December 31, |
|||||||||||
2020
|
2019
|
|||||||||||
Net income
(1)
|
$ | 83,616 | $ | 137,670 | $ | 305,567 | ||||||
Weighted-average shares outstanding, basic and diluted
|
146,675,431 | 141,795,977 | 130,085,398 | |||||||||
|
|
|
|
|
|
|||||||
Net income per share, basic and diluted
|
$ | 0.57 | $ | 0.97 | $ | 2.35 | ||||||
|
|
|
|
|
|
|||||||
Dividends declared per share
|
$ | 0.62 | $ | 2.48 | $ | 2.48 | ||||||
|
|
|
|
|
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust.
|
Three Months Ended
December 31, 2020 |
Year Ended December 31,
|
|||||||||||
2020
|
2019
|
|||||||||||
Net income
(1)
|
$ | 83,616 | $ | 137,670 | $ | 305,567 | ||||||
(Decrease) increase in current expected credit loss reserve
|
(5,813 | ) | 167,653 | — | ||||||||
Non-cash
compensation expense
|
8,554 | 34,532 | 30,656 | |||||||||
Realized hedging and foreign currency income, net
(2)
|
582 | 10,852 | 14,172 | |||||||||
Other items
|
921 | 1,487 | 300 | |||||||||
Adjustments attributable to
non-controlling
interests, net
|
74 | (204 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
Distributable Earnings
|
$ | 87,934 | $ | 351,990 | $ | 350,695 | ||||||
|
|
|
|
|
|
|||||||
Weighted-average shares outstanding, basic and diluted
|
146,675,431 | 141,795,977 | 130,085,398 | |||||||||
|
|
|
|
|
|
|||||||
Distributable Earnings per share, basic and diluted
|
$ | 0.60 | $ | 2.48 | $ | 2.70 | ||||||
|
|
|
|
|
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust.
|
(2) |
For the three months ended December 31, 2020, represents realized gains (losses) on the repatriation of unhedged foreign currency. For the years ended December 31, 2020 and 2019, primarily represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S. dollar terms. These amounts were not included in GAAP net income, but rather as a component of Other Comprehensive Income in our consolidated financial statements.
|
December 31, 2020
|
December 31, 2019
|
|||||||
Stockholders’ equity
|
$ | 3,886,067 | $ | 3,762,583 | ||||
Shares
|
||||||||
Class A common stock
|
146,780,031 | 135,003,662 | ||||||
Deferred stock units
|
306,691 | 260,066 | ||||||
|
|
|
|
|||||
Total outstanding
|
147,086,722 | 135,263,728 | ||||||
|
|
|
|
|||||
Book value per share
|
$ | 26.42 | $ | 27.82 | ||||
|
|
|
|
Three Months Ended
December 31, 2020 |
Year Ended
December 31, 2020 |
|||||||
Loan originations
(1)
|
$ | 228,900 | $ | 1,573,980 | ||||
Loan fundings
(2)
|
$ | 478,464 | $ | 2,138,114 | ||||
Loan repayments and sales
(3)
|
(561,740 | ) | (1,998,637 | ) | ||||
|
|
|
|
|||||
Total net (repayments) fundings
|
$ | (83,276 | ) | $ | 139,477 | |||
|
|
|
|
(1) |
Includes new loan originations and additional commitments made under existing loans.
|
(2) |
Loan fundings during the three months and year ended December 31, 2020 include $71.3 million and $241.8 million, respectively, of additional fundings under related
non-consolidated
senior interests.
|
(3) |
Loan repayments and sales during the three months and year ended December 31, 2020 include $647,000 and $135.7 million, respectively, 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
|
120 | 120 | 1 |
|
121 | |||||||||||||||
Principal balance
|
$ | 16,652,824 | $ | 17,454,621 | $ | 735,542 | $ | 18,190,163 | ||||||||||||
Net book value
|
$ | 16,399,166 | $ | 16,399,166 | $ | 75,722 |
|
$ | 16,474,888 | |||||||||||
Unfunded loan commitments
(4)
|
$ | 3,160,084 | $ | 3,962,960 | $ | — |
|
$ | 3,962,960 | |||||||||||
Weighted-average cash coupon
(5)
|
L + 3.18 | % | L + 3.24 | % | L + 2.75 | % |
|
L + 3.22 | % | |||||||||||
Weighted-average
all-in
yield
(5)
|
L + 3.53 | % | L + 3.58 | % | L + 3.10 | % |
|
L + 3.56 | % | |||||||||||
Weighted-average maximum maturity (years)
(6)
|
3.1 | 3.1 | 4.4 |
|
3.2 | |||||||||||||||
Origination loan to value (LTV)
(7)
|
64.9 | % | 64.9 | % | 42.6 | % |
|
64.0 | % |
(1) |
Excludes investment exposure to the $79.2 million subordinate position we own in the $735.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
|
(2) |
In certain instances, we finance our loans through the
non-recourse
sale of a senior loan interest that is not included in our consolidated financial statements. Total loan exposure encompasses the entire loan we originated and financed, including $801.8 million of such
non-consolidated
senior interests that are not included in our balance sheet portfolio.
|
(3) |
Includes investment exposure to the $735.5 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 16 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
|
(4) |
Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
|
(5) |
The weighted-average cash coupon and
all-in
yield are expressed 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 December 31, 2020, 98% of our investments by total investment exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $14.2 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 December 31, 2020, for purposes of the weighted-averages. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. 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 December 31, 2020, 32% of our loans and other investments by total investment exposure were subject to yield maintenance or other prepayment restrictions and 68% 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)
|
|||||||||
95 | $ | $ 12,516,341 | USD LIBOR | L + 3.17% | L + 3.51% | |||||||||
8 | € | € 2,644,653 | EURIBOR | E + 2.91% | E + 3.23% | |||||||||
13 | £ | £ 1,536,989 | GBP LIBOR | L + 3.87% | L + 4.25% | |||||||||
2 | A$ | A$ 337,650 | BBSY | BBSY + 4.01% | BBSY + 4.31% | |||||||||
3 | C$ | C$ 104,679 | CDOR | CDOR + 3.97% | CDOR + 4.31% | |||||||||
|
|
|
|
|
|
|||||||||
121 | $ 18,190,163 | INDEX + 3.22% | 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.
|
December 31, 2020
|
||||||||||||
Risk
Rating
|
Number
of Loans |
Net Book Value
|
Total Loan
Exposure
(1)(2)
|
|||||||||
1
|
8 | $ | 777,163 | $ | 778,283 | |||||||
2
|
17 | 2,513,848 | 2,528,835 | |||||||||
3
|
79 | 9,911,914 | 10,763,496 | |||||||||
4
|
14 | 3,032,593 | 3,045,309 | |||||||||
5
|
2 | 337,197 | 338,698 | |||||||||
|
|
|
|
|
|
|||||||
Loans receivable
|
120 | $ | 16,572,715 | $ | 17,454,621 | |||||||
|
|
|
|
|
|
|||||||
CECL reserve
|
(173,549 | ) | ||||||||||
|
|
|||||||||||
Loans receivable, net
|
$ | 16,399,166 | ||||||||||
|
|
(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 $801.8 million of such
non-consolidated
senior interests as of December 31, 2020.
|
(2) |
Excludes investment exposure to the $735.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
Portfolio Financing
Outstanding Principal Balance |
||||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Secured debt agreements
|
$ | 7,896,863 | $ | 9,753,059 | ||||
Securitizations
(1)
|
3,596,980 | 2,030,704 | ||||||
Asset-specific financings
(2)
|
1,201,495 | 1,019,400 | ||||||
|
|
|
|
|||||
Total portfolio financing
|
$ | 12,695,338 | $ | 12,803,163 | ||||
|
|
|
|
(1) |
Includes our consolidated securitized debt obligations of $2.9 billion and our
non-consolidated
securitized debt obligations of $656.3 million. The
non-consolidated
securitized debt obligation 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
|
(2) |
Includes our consolidated asset-specific debt agreements of $399.7 million and our
non-consolidated
senior interests of $801.8 million. The
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.
|
Secured Debt Agreements
Borrowings Outstanding
|
||||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Secured credit facilities
|
$ | 7,896,863 | $ | 9,753,059 | ||||
Revolving credit agreement
|
— | — | ||||||
|
|
|
|
|||||
Total secured debt agreements
|
$ | 7,896,863 | $ | 9,753,059 | ||||
|
|
|
|
December 31, 2020
|
||||||||||||||||
Credit Facility Borrowings
|
Collateral
Assets
(2)
|
|||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
|||||||||||||
Deutsche Bank
|
$ | 1,892,211 | $ | 1,847,211 | $ | 45,000 | $ | 2,869,889 | ||||||||
Barclays
|
1,443,251 | 1,249,415 | 193,836 | 1,862,987 | ||||||||||||
Wells Fargo
|
1,241,357 | 956,780 | 284,577 | 1,663,661 | ||||||||||||
Citibank
|
927,531 | 779,139 | 148,392 | 1,212,521 | ||||||||||||
Goldman Sachs
|
615,411 | 615,411 | — | 828,965 | ||||||||||||
Bank of America
|
473,678 | 473,678 | — | 667,830 | ||||||||||||
JP Morgan
|
449,449 | 422,096 | 27,353 | 605,144 | ||||||||||||
Morgan Stanley
|
528,846 | 401,846 | 127,000 | 849,426 | ||||||||||||
MetLife
|
276,605 | 276,605 | — | 349,612 | ||||||||||||
Santander
|
269,501 | 269,501 | — | 337,329 | ||||||||||||
Société Générale
|
237,822 | 237,822 | — | 308,700 | ||||||||||||
US Bank – Multi. JV
(3)
|
184,802 | 181,795 | 3,007 | 231,003 | ||||||||||||
Goldman Sachs – Multi. JV
(3)
|
167,964 | 167,964 | — | 231,840 | ||||||||||||
Bank of America – Multi. JV
(3)
|
17,600 | 17,600 | — | 22,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 8,726,028 | $ | 7,896,863 | $ | 829,165 | $ | 12,040,907 | |||||||||
|
|
|
|
|
|
|
|
(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.
|
Securitizations Outstanding
|
||||||||
December 31,
2020 |
December 31,
2019 |
|||||||
Securitized debt obligations
|
$ | 2,940,638 | 1,189,642 | |||||
Non-consolidated
securitized debt obligation
(1)
|
656,342 | 841,062 | ||||||
|
|
|
|
|||||
Total securitizations
|
$ | 3,596,980 | $ | 2,030,704 | ||||
|
|
|
|
(1) |
These
non-consolidated
securitized debt obligations represent 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
|
December 31, 2020
|
||||||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
|||||||||||||||
2020 FL3 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
25 | $ | 1,000,000 | $ | 1,000,000 | L+3.09 | % | February 2024 | ||||||||||||
Financing provided
|
1 | 808,750 | 800,993 | L+2.08 | % | November 2037 | ||||||||||||||
2020 FL2 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
31 | 1,500,000 | 1,500,000 | L+3.17 | % | January 2024 | ||||||||||||||
Financing provided
|
1 | 1,243,125 | 1,233,464 | L+1.44 | % | February 2038 | ||||||||||||||
2017 FL1 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
15 | 666,334 | 666,334 | L+3.39 | % | January 2023 | ||||||||||||||
Financing provided
|
1 | 483,834 | 483,113 | L+1.83 | % | June 2035 | ||||||||||||||
2017 Single Asset Securitization
|
||||||||||||||||||||
Collateral assets
(3)
|
1 | 619,194 | 618,766 | L+3.57 | % | June 2023 | ||||||||||||||
Financing provided
|
1 | 404,929 | 404,929 | L+1.63 | % | June 2033 | ||||||||||||||
Total
|
||||||||||||||||||||
Collateral assets
|
72 | $ | 3,785,528 | $ | 3,785,100 | L+3.25 | % | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Financing provided
(4)
|
4 | $ | 2,940,638 | $ | 2,922,499 | L+1.70 | % | |||||||||||||
|
|
|
|
|
|
|
|
(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 assumes 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 year ended December 31, 2020, we recorded $43.1 million of interest expense related to our securitized debt obligations.
|
December 31, 2020
|
||||||||||||||||||||
Non-Consolidated
Securitized Debt Obligation
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Wtd. Avg.
Term
(2)
|
|||||||||||||||
Collateral assets
|
1 | $ | 735,542 | n/a | L+3.10 | % | June 2025 | |||||||||||||
Financing provided
|
1 | $ | 656,342 | n/a | L+2.27 | % | June 2035 |
(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.
|
Asset-Specific Financings
Outstanding Principal Balance |
||||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Asset-specific debt agreements
|
$ | 399,699 | $ | 330,879 | ||||
Non-consolidated
senior interests
(1)
|
801,796 | 688,521 | ||||||
|
|
|
|
|||||
Total asset-specific financings
|
$ | 1,201,495 | $ | 1,019,400 | ||||
|
|
|
|
(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.
|
December 31, 2020
|
||||||||||||||||||||||||
Asset-Specific Debt Agreements
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
(2)
|
Wtd. Avg.
Term
(3)
|
||||||||||||||||||
Collateral assets
|
4 | $ | 512,794 | $ | 499,085 | L+4.65 | % | n/a | Oct. 2023 | |||||||||||||||
Financing provided
|
4 | $ | 399,699 | $ | 391,269 | L+3.48 | % | $ | 33,244 | Oct. 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
non-recourse
to us.
|
(3) |
The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings is term-matched to the corresponding collateral loans.
|
December 31, 2020
|
||||||||||||||||||||||||
Non-Consolidated
Senior Interests
|
Count
|
Principal
Balance |
Book
Value |
Wtd. Avg.
Yield/Cost
(1)
|
Guarantee
|
Wtd. Avg.
Term |
||||||||||||||||||
Total loan
|
5 | $ | 1,002,818 | n/a | 5.72 | % | n/a | Jun. 2024 | ||||||||||||||||
Senior participation
|
5 | 801,796 | n/a | 4.40 | % | n/a | Jun. 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.
|
Corporate Financing
Outstanding Principal Balance |
||||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Secured term loans
|
$ | 1,062,766 | $ | 746,878 | ||||
Convertible notes
|
622,500 | 622,500 | ||||||
|
|
|
|
|||||
Total corporate financing
|
$ | 1,685,266 | $ | 1,369,378 | ||||
|
|
|
|
Term Loans
|
Face Value
|
Interest Rate
(1)
|
All-in Cost
(1)(2)
|
Maturity
|
||||||||||
2019 Term Loan
|
$ | 739,391 | L+2.25 | % | L+2.52 | % | April 23, 2026 | |||||||
2020 Term Loan
|
323,375 | 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)
|
$ | 12,516,341 | € | 2,799,894 | £ | 1,155,034 | A$ | 337,650 | C$ | 58,088 | ||||||||||
Floating rate debt
(1)(4)
|
(9,160,051 | ) | (2,044,904 | ) | (822,401 | ) | (244,891 | ) | (79,862 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net floating rate exposure
(5)
|
$ | 3,356,290 | € | 754,990 | £ | 332,633 | A$ | 92,759 | C$ | (21,774) | ||||||||||
|
|
|
|
|
|
|
|
|
|
(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 16 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 £146.2 million as of December 31, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 10 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
(4) |
Includes borrowings under secured debt agreements, securitizations, asset-specific financings, and secured term loans.
|
(5) |
In addition, we have two interest rate caps of C$38.3 million ($30.1 million as of December 31, 2020) to limit our exposure to increases in interest rates.
|
Year Ended
December 31, |
2020 vs
2019 |
Year Ended
December 31, |
2019 vs
2018 |
|||||||||||||||||||||
2020
|
2019
|
$
|
2019
|
2018
|
$
|
|||||||||||||||||||
Income from loans and other investments
|
||||||||||||||||||||||||
Interest and related income
|
$ | 779,648 | $ | 882,679 | $ | (103,031 | ) | $ | 882,679 | $ | 756,109 | $ | 126,570 | |||||||||||
Less: Interest and related expenses
|
347,471 | 458,503 | (111,032 | ) | 458,503 | 359,625 | 98,878 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from loans and other investments, net
|
432,177 | 424,176 | 8,001 | 424,176 | 396,484 | 27,692 | ||||||||||||||||||
Other expenses
|
||||||||||||||||||||||||
Management and incentive fees
|
77,916 | 78,435 | (519 | ) | 78,435 | 74,834 | 3,601 | |||||||||||||||||
General and administrative expenses
|
45,871 | 38,854 | 7,017 | 38,854 | 35,529 | 3,325 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other expenses
|
123,787 | 117,289 | 6,498 | 117,289 | 110,363 | 6,926 | ||||||||||||||||||
Increase in current expected credit loss reserve
|
(167,653 | ) | — | (167,653 | ) | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes
|
140,737 | 306,887 | (166,150 | ) | 306,887 | 286,121 | 20,766 | |||||||||||||||||
Income tax provision (benefit)
|
323 | (506 | ) | 829 | (506 | ) | 308 | (814 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
140,414 | 307,393 | (166,979 | ) | 307,393 | 285,813 | 21,580 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to
non-controlling
interests
|
(2,744 | ) | (1,826 | ) | (918 | ) | (1,826 | ) | (735 | ) | (1,091 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 137,670 | $ | 305,567 | $ | (167,897 | ) | $ | 305,567 | $ | 285,078 | $ | 20,489 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income per share – basic and diluted
|
$ | 0.97 | $ | 2.35 | $ | (1.38 | ) | $ | 2.35 | $ | 2.50 | $ | (0.15 | ) | ||||||||||
Dividends declared per share
|
$ | 2.48 | $ | 2.48 | $ | — | $ | 2.48 | $ | 2.48 | $ | — |
Three Months Ended
December 31, |
2020 vs
2019 |
|||||||||||
2020
|
2019
|
$
|
||||||||||
Income from loans and other investments
|
||||||||||||
Interest and related income
|
$ | 188,851 | $ | 220,678 | $ | (31,827 | ) | |||||
Less: Interest and related expenses
|
79,401 | 110,967 | (31,566 | ) | ||||||||
|
|
|
|
|
|
|||||||
Income from loans and other investments, net
|
109,450 | 109,711 | (261 | ) | ||||||||
Other expenses
|
||||||||||||
Management and incentive fees
|
19,158 | 20,159 | (1,001 | ) | ||||||||
General and administrative expenses
|
11,551 | 9,904 | 1,647 | |||||||||
|
|
|
|
|
|
|||||||
Total other expenses
|
30,709 | 30,063 | 646 | |||||||||
Decrease in current expected credit loss reserve
|
5,813 | — | 5,813 | |||||||||
|
|
|
|
|
|
|||||||
Income before income taxes
|
84,554 | 79,648 | 4,906 | |||||||||
Income tax provision
|
131 | 67 | 64 | |||||||||
|
|
|
|
|
|
|||||||
Net income
|
84,423 | 79,581 | 4,842 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to
non-controlling
interests
|
(807 | ) | (650 | ) | (157 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 83,616 | $ | 78,931 | $ | 4,685 | ||||||
|
|
|
|
|
|
|||||||
Net income per share – basic and diluted
|
$ | 0.57 | $ | 0.59 | $ | (0.02 | ) | |||||
Dividends declared per share
|
$ | 0.62 | $ | 0.62 | $ | — |
December 31, 2020
|
December 31, 2019
|
|||
Debt-to-equity
(1)
|
2.5x | 3.0x | ||
Total leverage ratio
(2)
|
3.6x | 3.7x |
(1) |
Represents (i) total outstanding secured debt agreements, asset-specific 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, securitizations, asset-specific financings, secured term loans, and convertible notes, less cash, to (ii) total equity, in each case at period end.
|
December 31, 2020
|
December 31, 2019
|
|||||||
Cash and cash equivalents
|
$ | 289,970 | $ | 150,090 | ||||
Available borrowings under secured debt agreements
|
829,165 | 598,840 | ||||||
Loan principal payments held by servicer, net
(1)
|
19,460 | 1,965 | ||||||
|
|
|
|
|||||
$ | 1,138,595 | $ | 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
Obligation
|
Less Than
1 Year |
1 to 3
Years |
3 to 5
Years |
More Than
5 Years |
||||||||||||||||
Unfunded loan commitments
(1)
|
$ | 3,160,084 | $ | 53,324 | $ | 726,146 | $ | 2,357,863 | $ | 22,751 | ||||||||||
Principal repayments under secured debt agreements
(2)
|
7,896,863 | 262,895 | 3,230,648 | 4,193,543 | 209,777 | |||||||||||||||
Principal repayments under asset-specific debt agreements
(2)
|
399,699 | — | 311,068 | 88,631 | — | |||||||||||||||
Principal repayments of secured term loans
(3)
|
1,062,766 | 10,738 | 21,475 | 21,475 | 1,009,078 | |||||||||||||||
Principal repayments of convertible notes
(4)
|
622,500 | — | 622,500 | — | — | |||||||||||||||
Interest payments
(2)(5)
|
705,445 | 234,578 | 317,330 | 141,305 | 12,232 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
(6)
|
$ | 13,847,357 | $ | 561,535 | $ | 5,229,167 | $ | 6,802,817 | $ | 1,253,838 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(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 and asset-specific debt agreements for both principal and interest payments is based on the earlier of (i) the maturity date of each agreement, 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 8 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 9 to our consolidated financial statements for further details on our convertible notes.
|
(5) |
Represents interest payments on our secured debt agreements, convertible notes, and Secured Term Loans. Future interest payment obligations are estimated assuming the interest rates in effect as of December 31, 2020 will remain constant into the future. This is only an estimate as actual amounts borrowed and interest rates will vary over time.
|
(6) |
Total does not include $2.9 billion of consolidated securitized debt obligations, $656.3 million of
non-consolidated
securitized debt obligations, and $801.8 million of
non-consolidated
senior interests, as the satisfaction of these liabilities will not require cash outlays from us.
|
For the years ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash flows provided by operating activities
|
$ | 336,607 | $ | 304,037 | $ | 290,002 | ||||||
Cash flows used in investing activities
|
(88,251 | ) | (1,871,148 | ) | (4,251,659 | ) | ||||||
Cash flows (used in) provided by financing activities
|
(110,769 | ) | 1,612,552 | 3,957,708 | ||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
$ | 137,587 | $ | 45,441 | $ | (3,949 | ) | |||||
|
|
|
|
|
|
• |
U.S. Loans
|
• |
Non-U.S.
Loans
|
• |
Unique Loans
|
• |
Impaired Loans
non-recoverability
may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.
|
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:
|
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 | $ | 1,317.8 | $ | 1,317.8 | $ | 1,309.4 | L + 2.50 | % | L + 2.84 | % | 12/23/2024 |
Dublin-IE
|
Office | $479 / sqft | 74 | % | 3 | |||||||||||||||||||||||||
2
|
Senior loan
|
3/22/2018 | 993.3 | 993.3 | 990.7 | 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 | 653.3 | 653.9 | L + 2.30 | % | L + 2.79 | % | 12/9/2024 |
New York
|
Office | $936 / sqft | 65 | % | 3 | ||||||||||||||||||||||||||||
4
|
Senior loan
|
5/11/2017 | 646.8 | 619.2 | 618.8 | L + 3.40 | % | L + 3.57 | % | 6/10/2023 |
Washington DC
|
Office | $304 / sqft | 62 | % | 3 | ||||||||||||||||||||||||||||
5
|
Senior loan
|
8/22/2018 | 362.5 | 359.9 | 359.1 | L + 3.15 | % | L + 3.49 | % | 8/9/2023 |
Maui
|
Hospitality | $467,454 / key | 61 | % | 4 | ||||||||||||||||||||||||||||
6
|
Senior loan
|
10/23/2018 | 352.4 | 347.8 | 347.7 | L + 3.40 | % | L + 3.67 | % | 1/23/2022 |
New York
|
Mixed-Use
|
$589 / sqft | 65 | % | 3 | ||||||||||||||||||||||||||||
7
|
Senior loan
|
4/11/2018 | 355.0 | 344.5 | 344.2 | L + 2.85 | % | L + 3.10 | % | 5/1/2023 |
New York
|
Office | $437 / sqft | 71 | % | 2 | ||||||||||||||||||||||||||||
8
|
Senior loan
(4)
|
8/6/2015 | 332.5 | 332.5 | 60.6 | 5.75 | % | 5.81 | % | 10/29/2022 |
Diversified-EUR
|
Other | n/a | 71 | % | 3 | ||||||||||||||||||||||||||||
9
|
Senior loan
|
1/11/2019 | 328.2 | 328.2 | 325.1 | L + 4.35 | % | L + 4.70 | % | 1/11/2026 |
Diversified-UK
|
Other | $324 / sqft | 74 | % | 4 | ||||||||||||||||||||||||||||
10
|
Senior loan
(4)
|
8/7/2019 | 745.8 | 305.7 | 59.3 | L + 3.12 | % | L + 3.56 | % | 9/9/2025 | Los Angeles | Office | $207 / sqft | 59 | % | 3 | ||||||||||||||||||||||||||||
11
|
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 | ||||||||||||||||||||||||||||
12
|
Senior loan
|
2/27/2020 | 300.0 | 281.7 | 279.6 | L + 2.70 | % | L + 3.03 | % | 3/9/2025 |
New York
|
Mixed-Use
|
$884 / sqft | 59 | % | 3 | ||||||||||||||||||||||||||||
13
|
Senior loan
|
7/31/2018 | 279.5 | 278.0 | 277.3 | L + 3.10 | % | L + 3.52 | % | 8/9/2022 |
San Francisco
|
Office | $701 / sqft | 50 | % | 2 | ||||||||||||||||||||||||||||
14
|
Senior loan
|
9/30/2019 | 305.5 | 267.3 | 267.6 | L + 3.66 | % | L + 3.75 | % | 9/9/2024 |
Chicago
|
Office | $232 / sqft | 58 | % | 2 | ||||||||||||||||||||||||||||
15
|
Senior loan
|
12/11/2018 | 310.0 | 259.0 | 257.8 | L + 2.55 | % | L + 2.96 | % | 12/9/2023 |
Chicago
|
Office | $218 / sqft | 78 | % | 3 | ||||||||||||||||||||||||||||
16
|
Senior loan
|
9/23/2019 | 305.4 | 258.8 | 256.5 | L + 3.00 | % | L + 3.22 | % | 11/15/2024 |
Diversified-Spain
|
Hospitality | $138,195 / key | 62 | % | 4 | ||||||||||||||||||||||||||||
17
|
Senior loan
|
10/23/2018 | 290.4 | 250.1 | 249.0 | L + 2.80 | % | L + 3.04 | % | 11/9/2024 |
Atlanta
|
Office | $233 / sqft | 64 | % | 2 | ||||||||||||||||||||||||||||
18
|
Senior loan
|
11/30/2018 | 263.9 | 248.9 | 247.6 | L + 2.80 | % | L + 3.34 | % | 12/9/2024 |
San Francisco
|
Hospitality | $365,544 / key | 73 | % | 4 | ||||||||||||||||||||||||||||
19
|
Senior loan
|
5/9/2018 | 242.9 | 232.9 | 233.1 | L + 2.60 | % | L + 3.13 | % | 5/9/2023 |
New York
|
Industrial | $66 / sqft | 70 | % | 1 | ||||||||||||||||||||||||||||
20
|
Senior loan
|
7/20/2017 | 249.4 | 222.0 | 221.6 | L + 4.80 | % | L + 5.05 | % | 8/9/2022 |
San Francisco
|
Office | $369 / sqft | 58 | % | 2 | ||||||||||||||||||||||||||||
21
|
Senior loan
|
6/23/2015 | 208.9 | 208.9 | 208.7 | L + 3.65 | % | L + 3.91 | % | 5/8/2022 |
Washington DC
|
Office | $234 / sqft | 72 | % | 2 | ||||||||||||||||||||||||||||
22
|
Senior loan
|
6/27/2019 | 234.2 | 207.9 | 206.6 | L + 2.80 | % | L + 3.16 | % | 8/15/2026 |
Berlin-DEU
|
Office | $446 / sqft | 62 | % | 3 | ||||||||||||||||||||||||||||
23
|
Senior loan
|
12/12/2019 | 260.5 | 207.0 | 206.3 | L + 2.40 | % | L + 2.69 | % | 12/9/2024 |
New York
|
Office | $98 / sqft | 42 | % | 1 | ||||||||||||||||||||||||||||
24
|
Senior loan
|
11/5/2019 | 225.8 | 205.5 | 204.0 | L + 3.85 | % | L + 4.45 | % | 2/21/2025 |
Diversified-IT
|
Office | $406 / sqft | 66 | % | 3 | ||||||||||||||||||||||||||||
25
|
Senior loan
|
9/25/2019 | 201.2 | 201.2 | 200.3 | L + 4.35 | % | L + 4.93 | % | 9/26/2023 |
London-UK
|
Office | $917 / sqft | 72 | % | 3 |
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property Type
|
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||||||||
26
|
Senior loan
|
11/23/2018 | 203.3 | 199.9 | 198.4 | L + 2.62 | % | L + 2.87 | % | 2/15/2024 |
Diversified-UK
|
Office | $1,212 / sqft | 50 | % | 3 | ||||||||||||||||||||||||||||
27
|
Senior loan
|
8/31/2017 | 203.0 | 199.0 | 198.5 | L + 2.50 | % | L + 2.85 | % | 9/9/2023 |
Orange County
|
Office | $232 / sqft | 64 | % | 3 | ||||||||||||||||||||||||||||
28
|
Senior loan
|
9/14/2018 | 193.6 | 193.6 | 193.2 | L + 3.50 | % | L + 3.85 | % | 9/14/2023 |
Canberra-AU
|
Mixed-Use
|
$503 / sqft | 68 | % | 3 | ||||||||||||||||||||||||||||
29
|
Senior loan
|
12/22/2016 | 204.5 | 191.5 | 191.5 | L + 2.90 | % | L + 2.98 | % | 12/9/2022 |
New York
|
Office | $269 / sqft | 64 | % | 3 | ||||||||||||||||||||||||||||
30
|
Senior loan
|
6/4/2018 | 187.8 | 187.8 | 187.5 | L + 3.50 | % | L + 3.86 | % | 6/9/2024 |
New York
|
Hospitality | $309,308 / key | 52 | % | 4 | ||||||||||||||||||||||||||||
31
|
Senior loan
|
4/9/2018 | 1,486.5 | 185.0 | 173.3 | L + 8.50 | % | L + 10.64 | % | 6/9/2025 |
New York
|
Office | $525 / sqft | 48 | % | 2 | ||||||||||||||||||||||||||||
32
|
Senior loan
|
4/3/2018 | 178.6 | 177.3 | 177.2 | L + 2.75 | % | L + 3.06 | % | 4/9/2024 |
Dallas
|
Mixed-Use
|
$502 / sqft | 64 | % | 3 | ||||||||||||||||||||||||||||
33
|
Senior loan
|
9/26/2019 | 175.0 | 175.0 | 174.7 | L + 3.10 | % | L + 3.54 | % | 1/9/2023 |
New York
|
Office | $256 / sqft | 65 | % | 3 | ||||||||||||||||||||||||||||
34
|
Senior loan
(4)
|
11/22/2019 | 470.0 | 170.8 | 33.3 | L + 3.70 | % | L + 4.14 | % | 12/9/2025 |
Los Angeles
|
Office | $171 / sqft | 69 | % | 3 | ||||||||||||||||||||||||||||
35
|
Senior loan
|
12/21/2017 | 197.5 | 167.4 | 167.4 | L + 2.65 | % | L + 2.87 | % | 1/9/2023 |
Atlanta
|
Office | $125 / sqft | 51 | % | 2 | ||||||||||||||||||||||||||||
36
|
Senior loan
|
11/16/2018 | 211.9 | 166.2 | 165.1 | L + 4.10 | % | L + 4.71 | % | 12/9/2023 |
Fort Lauderdale
|
Mixed-Use
|
$467 / sqft | 59 | % | 3 | ||||||||||||||||||||||||||||
37
|
Senior loan
|
12/6/2019 | 157.2 | 157.2 | 156.1 | L + 2.80 | % | L + 3.51 | % | 12/5/2024 |
London-UK
|
Office | $1,041 / sqft | 75 | % | 3 | ||||||||||||||||||||||||||||
38
|
Senior loan
|
9/4/2018 | 172.7 | 156.9 | 156.4 | L + 3.00 | % | L + 3.39 | % | 9/9/2023 |
Las Vegas
|
Hospitality | $189,902 / key | 70 | % | 4 | ||||||||||||||||||||||||||||
39
|
Senior loan
|
8/23/2017 | 165.0 | 155.0 | 154.7 | L + 3.25 | % | L + 3.48 | % | 10/9/2022 |
Los Angeles
|
Office | $315 / sqft | 74 | % | 2 | ||||||||||||||||||||||||||||
40
|
Senior loan
|
12/20/2019 | 153.6 | 153.6 | 152.4 | L + 3.10 | % | L + 3.32 | % | 12/18/2026 |
London-UK
|
Office | $764 / sqft | 75 | % | 3 | ||||||||||||||||||||||||||||
41
|
Senior loan
|
9/5/2019 | 198.4 | 147.8 | 146.3 | L + 2.75 | % | L + 3.24 | % | 9/9/2024 |
New York
|
Office | $922 / sqft | 62 | % | 3 | ||||||||||||||||||||||||||||
42
|
Senior loan
|
4/25/2019 | 210.0 | 141.4 | 140.6 | L + 3.50 | % | L + 3.76 | % | 9/1/2025 |
Los Angeles
|
Office | $635 / sqft | 73 | % | 3 | ||||||||||||||||||||||||||||
43
|
Senior loan
|
6/1/2018 | 138.1 | 136.6 | 136.0 | L + 3.40 | % | L + 3.74 | % | 5/28/2023 |
London-UK
|
Office | $927 / sqft | 70 | % | 1 | ||||||||||||||||||||||||||||
44
|
Senior loan
|
5/11/2017 | 135.9 | 135.9 | 135.7 | L + 3.40 | % | L + 3.64 | % | 6/10/2023 |
Washington DC
|
Office | $312 / sqft | 38 | % | 2 | ||||||||||||||||||||||||||||
45
|
Senior loan
|
1/17/2020 | 203.0 | 133.5 | 132.4 | L + 2.75 | % | L + 3.07 | % | 2/9/2025 |
New York
|
Mixed-Use
|
$110 / sqft | 43 | % | 3 | ||||||||||||||||||||||||||||
46
|
Senior loan
|
11/14/2017 | 133.0 | 133.0 | 133.0 | L + 2.75 | % | L + 3.00 | % | 6/9/2023 |
Los Angeles
|
Hospitality | $532,000 / key | 56 | % | 3 | ||||||||||||||||||||||||||||
47
|
Senior loan
|
6/28/2019 | 223.8 | 128.9 | 126.6 | L + 3.70 | % | L + 4.96 | % | 6/27/2024 |
London-UK
|
Office | $420 / sqft | 71 | % | 3 | ||||||||||||||||||||||||||||
48
|
Senior loan
|
12/14/2018 | 135.6 | 127.5 | 127.4 | L + 2.90 | % | L + 3.25 | % | 1/9/2024 |
Diversified-US
|
Industrial | $51 / sqft | 57 | % | 3 | ||||||||||||||||||||||||||||
49
|
Senior loan
|
4/30/2018 | 175.2 | 124.1 | 123.2 | L + 3.25 | % | L + 3.51 | % | 4/30/2023 |
London-UK
|
Office | $558 / sqft | 60 | % | 3 | ||||||||||||||||||||||||||||
50
|
Senior loan
|
10/1/2019 | 354.1 | 124.0 | 120.5 | L + 3.75 | % | L + 4.25 | % | 10/9/2025 |
Atlanta
|
Mixed-Use
|
$365 / sqft | 70 | % | 3 |
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property Type
|
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||||||||
51
|
Senior loan
|
11/27/2019 | 146.3 | 123.8 | 122.8 | L + 2.75 | % | L + 3.13 | % | 12/9/2024 |
Minneapolis
|
Office | $124 / sqft | 64 | % | 3 | ||||||||||||||||||||||||||||
52
|
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 | ||||||||||||||||||||||||||||
53
|
Senior loan
|
3/10/2020 | 140.0 | 116.4 | 116.3 | 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 | 114.2 | 113.4 | L + 2.90 | % | L + 3.25 | % | 8/9/2024 |
Houston
|
Office | $207 / sqft | 58 | % | 3 | ||||||||||||||||||||||||||||
55
|
Senior loan
|
10/17/2016 | 113.7 | 113.7 | 113.7 | L + 3.95 | % | L + 3.96 | % | 10/21/2021 |
Diversified-UK
|
Self-Storage
|
$156 / sqft | 73 | % | 3 | ||||||||||||||||||||||||||||
56
|
Senior loan
|
11/30/2018 | 151.1 | 110.8 | 110.1 | L + 2.55 | % | L + 2.81 | % | 12/9/2024 |
Washington DC
|
Office | $316 / sqft | 60 | % | 3 | ||||||||||||||||||||||||||||
57
|
Senior loan
|
12/21/2018 | 123.1 | 109.8 | 109.4 | L + 2.60 | % | L + 3.00 | % | 1/9/2024 |
Chicago
|
Office | $215 / key | 72 | % | 3 | ||||||||||||||||||||||||||||
58
|
Senior loan
|
3/25/2020 | 130.2 | 106.3 | 105.3 | L + 2.40 | % | L + 2.78 | % | 3/31/2025 |
Diversified-NL
|
Multi | $129,761 / unit | 65 | % | 3 | ||||||||||||||||||||||||||||
59
|
Senior loan
(4)
|
9/22/2017 | 111.7 | 105.1 | 26.2 | L + 5.25 | % | L + 5.48 | % | 10/9/2022 |
San Francisco
|
Multi | $547,745 / unit | 46 | % | 3 | ||||||||||||||||||||||||||||
60
|
Senior loan
|
10/16/2018 | 113.7 | 104.8 | 104.5 | L + 3.25 | % | L + 3.57 | % | 11/9/2023 |
San Francisco
|
Hospitality | $228,299 / key | 72 | % | 4 | ||||||||||||||||||||||||||||
61
|
Senior loan
|
3/13/2018 | 123.0 | 103.6 | 103.2 | L + 3.00 | % | L + 3.27 | % | 4/9/2025 |
Honolulu
|
Hospitality | $160,580 / key | 50 | % | 3 | ||||||||||||||||||||||||||||
62
|
Senior loan
|
12/10/2018 | 121.4 | 98.2 | 97.2 | L + 2.95 | % | L + 3.34 | % | 12/3/2024 |
London-UK
|
Office | $469 / sqft | 72 | % | 3 | ||||||||||||||||||||||||||||
63
|
Senior loan
|
4/12/2018 | 103.1 | 96.5 | 96.4 | L + 2.75 | % | L + 3.06 | % | 5/9/2023 |
San Francisco
|
Office | $252 / sqft | 72 | % | 3 | ||||||||||||||||||||||||||||
64
|
Senior loan
|
3/28/2019 | 98.4 | 96.1 | 96.0 | L + 3.25 | % | L + 3.40 | % | 1/9/2024 |
New York
|
Hospitality | $248,380 / key | 63 | % | 4 | ||||||||||||||||||||||||||||
65
|
Senior loan
|
12/23/2019 | 109.7 | 95.7 | 95.0 | L + 2.70 | % | L + 3.03 | % | 1/9/2025 |
Miami
|
Multi | $331,037 / unit | 68 | % | 3 | ||||||||||||||||||||||||||||
66
|
Senior loan
|
8/18/2017 | 94.9 | 94.9 | 94.8 | L + 4.10 | % | L + 4.41 | % | 8/18/2022 |
Brussels-BE
|
Office | $147 / sqft | 59 | % | 1 | ||||||||||||||||||||||||||||
67
|
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 | ||||||||||||||||||||||||||||
68
|
Senior loan
|
3/31/2017 | 96.9 | 90.0 | 90.3 | L + 4.30 | % | L + 4.69 | % | 4/9/2022 |
New York
|
Office | $441 / sqft | 64 | % | 3 | ||||||||||||||||||||||||||||
69
|
Senior loan
(4)
|
3/23/2020 | 348.6 | 88.8 | 16.7 | L + 3.75 | % | L + 4.41 | % | 1/9/2025 |
Nashville
|
Mixed-Use
|
$298 / sqft | 78 | % | 3 | ||||||||||||||||||||||||||||
70
|
Senior loan
|
2/18/2015 | 87.7 | 87.7 | 87.7 | L + 3.75 | % | L + 4.88 | % | 1/9/2021 |
Diversified-CA
|
Office | $181 / sqft | 71 | % | 3 | ||||||||||||||||||||||||||||
71
|
Senior loan
|
11/22/2019 | 85.0 | 85.0 | 84.8 | L + 2.99 | % | L + 3.27 | % | 12/1/2024 |
San Jose
|
Multi | $317,164 / unit | 62 | % | 3 | ||||||||||||||||||||||||||||
72
|
Senior loan
|
2/20/2019 | 138.8 | 80.2 | 79.0 | L + 3.25 | % | L + 3.89 | % | 2/19/2024 |
London-UK
|
Office | $394 / sqft | 61 | % | 3 | ||||||||||||||||||||||||||||
73
|
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 | ||||||||||||||||||||||||||||
74
|
Senior loan
|
6/18/2019 | 75.0 | 75.0 | 74.6 | L + 2.75 | % | L + 3.15 | % | 7/9/2024 |
Napa Valley
|
Hospitality | $785,340 / key | 74 | % | 4 | ||||||||||||||||||||||||||||
75
|
Senior loan
|
6/27/2019 | 84.0 | 74.2 | 73.9 | L + 2.50 | % | L + 2.77 | % | 7/9/2024 | West Palm Beach | Office | $254 / sqft | 70 | % | 3 |
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property Type
|
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||||||||
76
|
Senior loan
|
7/26/2018 | 84.1 | 73.3 | 73.3 | L + 2.75 | % | L + 2.85 | % | 1/29/2024 |
Columbus
|
Multi | $69,038 / unit | 69 | % | 3 | ||||||||||||||||||||||||||||
77
|
Senior loan
|
4/5/2018 | 85.3 | 71.2 | 71.1 | L + 3.10 | % | L + 3.51 | % | 4/9/2023 |
Diversified-US
|
Industrial | $26 / sqft | 54 | % | 3 | ||||||||||||||||||||||||||||
78
|
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 | ||||||||||||||||||||||||||||
79
|
Senior loan
|
1/30/2020 | 104.4 | 66.7 | 66.0 | L + 2.85 | % | L + 3.22 | % | 2/9/2026 |
Honolulu
|
Hospitality | $214,341 / key | 63 | % | 4 | ||||||||||||||||||||||||||||
80
|
Senior loan
|
10/5/2018 | 66.2 | 66.2 | 66.0 | L + 5.50 | % | L + 5.65 | % | 10/5/2021 |
Sydney-AU
|
Office | $703 / sqft | 78 | % | 3 | ||||||||||||||||||||||||||||
81
|
Senior loan
|
8/22/2019 | 74.3 | 65.0 | 64.6 | L + 2.55 | % | L + 2.93 | % | 9/9/2024 |
Los Angeles
|
Office | $389 / sqft | 63 | % | 3 | ||||||||||||||||||||||||||||
82
|
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 | ||||||||||||||||||||||||||||
83
|
Senior loan
|
10/31/2018 | 63.3 | 59.2 | 59.2 | L + 5.00 | % | L + 5.00 | % | 11/9/2023 |
New York
|
Multi | $307,319 / unit | 61 | % | 2 | ||||||||||||||||||||||||||||
84
|
Senior loan
|
6/26/2019 | 72.8 | 57.1 | 56.6 | L + 3.35 | % | L + 3.66 | % | 6/20/2024 |
London-UK
|
Office | $645 / sqft | 61 | % | 3 | ||||||||||||||||||||||||||||
85
|
Senior loan
|
10/6/2017 | 55.9 | 55.8 | 55.8 | L + 2.95 | % | L + 3.15 | % | 10/9/2022 |
Nashville
|
Multi | $99,598 / unit | 74 | % | 2 | ||||||||||||||||||||||||||||
86
|
Senior loan
|
12/10/2020 | 61.2 | 54.3 | 53.8 | L + 3.25 | % | L + 3.54 | % | 1/9/2026 |
Fort Lauderdale
|
Office | $187 / sqft | 68 | % | 3 | ||||||||||||||||||||||||||||
87
|
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 | ||||||||||||||||||||||||||||
88
|
Senior loan
|
8/14/2019 | 70.3 | 53.8 | 53.4 | L + 2.45 | % | L + 2.87 | % | 9/9/2024 |
Los Angeles
|
Office | $617 / sqft | 57 | % | 3 | ||||||||||||||||||||||||||||
89
|
Senior loan
|
11/23/2016 | 53.6 | 53.6 | 53.5 | L + 3.50 | % | L + 4.07 | % | 12/9/2022 |
New York
|
Multi | $223,254 / unit | 65 | % | 4 | ||||||||||||||||||||||||||||
90
|
Senior loan
|
3/11/2014 | 52.4 | 52.4 | 52.4 | n/m |
(7)
|
n/m |
(7)
|
7/9/2021 |
New York
|
Multi | $588,633 / unit | 65 | % | 5 | ||||||||||||||||||||||||||||
91
|
Senior loan
|
11/30/2016 | 60.5 | 52.0 | 51.9 | L + 3.10 | % | L + 3.22 | % | 12/9/2023 |
Chicago
|
Retail | $1,014 / sqft | 54 | % | 4 | ||||||||||||||||||||||||||||
92
|
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 | ||||||||||||||||||||||||||||
93
|
Senior loan
|
8/29/2017 | 51.2 | 47.5 | 47.5 | L + 3.35 | % | L + 3.35 | % | 10/9/2022 |
Southern California
|
Industrial | $96 / sqft | 65 | % | 3 | ||||||||||||||||||||||||||||
94
|
Senior loan
|
2/20/2019 | 52.7 | 44.1 | 43.8 | L + 3.50 | % | L + 3.92 | % | 3/9/2024 |
Calgary-CAN
|
Office | $121 / sqft | 52 | % | 3 | ||||||||||||||||||||||||||||
95
|
Senior loan
|
11/3/2017 | 45.0 | 44.0 | 43.9 | L + 3.00 | % | L + 3.26 | % | 11/1/2022 |
Los Angeles
|
Office | $205 / sqft | 50 | % | 1 | ||||||||||||||||||||||||||||
96
|
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 | ||||||||||||||||||||||||||||
97
|
Senior loan
|
6/26/2015 | 41.0 | 41.0 | 41.0 | L + 3.75 | % | L + 4.36 | % | 1/9/2021 |
San Diego
|
Office | $187 / sqft | 73 | % | 3 | ||||||||||||||||||||||||||||
98
|
Senior loan
|
12/27/2016 | 36.0 | 36.0 | 36.0 | L + 3.10 | % | L + 3.45 | % | 7/9/2023 |
New York
|
Multi | $617,619 / unit | 64 | % | 3 | ||||||||||||||||||||||||||||
99
|
Senior loan
|
12/13/2019 | 39.1 | 35.9 | 35.3 | L + 3.55 | % | L + 4.49 | % | 6/12/2024 |
Diversified-FR
|
Industrial | $25 / sqft | 55 | % | 3 | ||||||||||||||||||||||||||||
100
|
Senior loan
|
11/19/2020 | 34.7 | 34.7 | 34.3 | L + 3.50 | % | L + 3.85 | % | 12/9/2025 |
Scottsdale
|
Multi | $203,880 / unit | 59 | % | 3 |
Loan Type
(1)
|
Origination
Date
(2)
|
Total
Loan
(3)(4)
|
Principal
Balance
(4)
|
Net Book
Value |
Cash
Coupon
(5)
|
All-in
Yield
(5)
|
Maximum
Maturity
(6)
|
Location
|
Property Type
|
Loan Per
SQFT / Unit / Key |
Origination
LTV
(2)
|
Risk
Rating |
||||||||||||||||||||||||||||||||
101
|
Senior loan
|
10/31/2018 | 35.7 | 34.3 | 34.4 | L + 5.00 | % | L + 4.97 | % | 11/9/2023 |
New York
|
Condo | $444,934 / unit | 64 | % | 3 | ||||||||||||||||||||||||||||
102
|
Senior loan
|
10/31/2019 | 33.9 | 33.2 | 33.2 | L + 3.25 | % | L + 3.34 | % | 11/1/2024 |
Raleigh
|
Multi | $163,786 / unit | 52 | % | 3 | ||||||||||||||||||||||||||||
103
|
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 | ||||||||||||||||||||||||||||
104
|
Senior loan
|
10/31/2019 | 30.2 | 30.0 | 30.0 | L + 3.25 | % | L + 3.33 | % | 11/1/2024 |
Austin
|
Multi | $158,929 / unit | 52 | % | 3 | ||||||||||||||||||||||||||||
105
|
Senior loan
|
11/19/2020 | 37.8 | 28.2 | 27.9 | L + 3.50 | % | L + 3.90 | % | 12/9/2025 |
Chicago
|
Multi | $161,351 / unit | 53 | % | 3 | ||||||||||||||||||||||||||||
106
|
Senior loan
|
11/19/2020 | 28.2 | 28.0 | 27.7 | L + 3.50 | % | L + 3.85 | % | 12/9/2025 |
Charlotte
|
Multi | $177,171 / unit | 61 | % | 3 | ||||||||||||||||||||||||||||
107
|
Senior loan
|
11/19/2020 | 33.7 | 27.7 | 27.3 | L + 3.50 | % | L + 3.88 | % | 12/9/2025 |
Virginia Beach
|
Multi | $160,839 / unit | 61 | % | 3 | ||||||||||||||||||||||||||||
108
|
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 | ||||||||||||||||||||||||||||
109
|
Senior loan
|
6/26/2019 | 25.5 | 25.5 | 25.5 | L + 3.25 | % | L + 3.25 | % | 2/1/2021 |
Lake Charles
|
Multi | $95,149 / unit | 73 | % | 1 | ||||||||||||||||||||||||||||
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
|
3/8/2017 | 21.3 | 21.3 | 21.3 | 4.79 |
%
(8)
|
5.12 |
%
(8)
|
12/23/2021 |
Montreal-CAN
|
Office | $58 / sqft | 45 | % | 2 | ||||||||||||||||||||||||||||
112
|
Senior loan
|
12/23/2019 | 26.2 | 21.1 | 21.0 | L + 2.85 | % | L + 3.21 | % | 1/9/2025 |
Miami
|
Office | $355 / sqft | 68 | % | 3 | ||||||||||||||||||||||||||||
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 | % | 1 | ||||||||||||||||||||||||||||
114
|
Senior loan
|
12/15/2017 | 20.1 | 20.1 | 20.0 | L + 5.00 | % | L + 5.24 | % | 12/9/2021 |
Diversified-US
|
Hospitality | $303,882 / key | 50 | % | 3 | ||||||||||||||||||||||||||||
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
|
3/30/2016 | 16.9 | 16.9 | 17.0 | 5.15 | % | 5.25 | % | 9/3/2021 |
Diversified-CAN
|
Self-Storage
|
$3,682 / unit | 56 | % | 1 | ||||||||||||||||||||||||||||
117
|
Senior loan
|
4/30/2019 | 15.5 | 14.8 | 14.7 | L + 3.00 | % | L + 3.32 | % | 5/1/2024 |
Houston
|
Multi | $47,837 / unit | 78 | % | 3 | ||||||||||||||||||||||||||||
118
|
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 | ||||||||||||||||||||||||||||
119
|
Senior loan
|
2/28/2019 | 15.3 | 14.3 | 14.3 | L + 3.00 | % | L + 3.29 | % | 3/1/2024 |
San Antonio
|
Multi | $62,223 / unit | 75 | % | 3 | ||||||||||||||||||||||||||||
120
|
Senior loan
|
5/22/2014 | 14.0 | 14.0 | 14.0 | L + 2.90 | % | L + 3.15 | % | 6/15/2021 |
Orange County
|
Office | $25 / sqft | 74 | % | 2 | ||||||||||||||||||||||||||||
CECL reserve
|
(173.5 | ) | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Loans receivable, net | $ | 21,417.6 | $ | 17,454.6 | $ | 16,399.2 | L + 3.24 | % | L + 3.58 | % | 3.1 yrs | 65 | % | 3.0 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 December 31, 2020, five loans in our portfolio have been financed with an aggregate $801.8 million of
non-consolidated
senior interest, which are included in the table above. Portfolio excludes our $79.2 million subordinate position in the $735.5 million 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for details of the 2018 Single Asset Securitization.
|
(5) |
The weighted-average cash coupon and
all-in
yield are expressed 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 December 31, 2020, 98% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $14.2 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 December 31, 2020, for purposes of the weighted-averages. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. 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 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Assets (Liabilities)
Sensitive to Changes in Interest Rates
(1)(2)(3)
|
Interest Rate Sensitivity as of December 31, 2020
|
|||||||||||||||||||||||
Increase in Rates
|
Decrease in Rates
(4)
|
|||||||||||||||||||||||
Currency
|
25 Basis Points
|
50 Basis Points
|
25 Basis Points
|
50 Basis Points
|
||||||||||||||||||||
USD
|
$ | 12,516,341 | Income | $ | 7,871 | $ | 16,569 | $ | (4,272 | ) | $ | (4,272 | ) | |||||||||||
(9,087,879 | ) | Expense | (15,261 | ) | (30,869 | ) | 8,783 | 8,783 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 3,428,462 | Net interest | $ | (7,390 | ) | $ | (14,300 | ) | $ | 4,511 | $ | 4,511 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
EUR
(5)
|
$ | 3,420,351 | Income | $ | — | $ | — | $ | — | $ | — | |||||||||||||
(2,498,055 | ) | Expense | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 922,296 | Net interest | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
GBP
|
$ | 1,578,932 | Income | $ | 1,439 | $ | 3,333 | $ | (142 | ) | $ | (142 | ) | |||||||||||
(1,124,222 | ) | Expense | (2,248 | ) | (4,497 | ) | 229 | 229 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 454,710 | Net interest | $ | (809 | ) | $ | (1,164 | ) | $ | 87 | $ | 87 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
AUD
|
$ | 259,788 | Income | $ | — | $ | — | $ | — | $ | — | |||||||||||||
(188,420 | ) | Expense | (377 | ) | (754 | ) | 90 | 90 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 71,368 | Net interest | $ | (377 | ) | $ | (754 | ) | $ | 90 | $ | 90 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CAD
|
$ | 45,649 | Income | $ | 3 | $ | 6 | $ | (3 | ) | $ | (6 | ) | |||||||||||
(62,760 | ) | Expense | (126 | ) | (251 | ) | 126 | 231 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | (17,111 | ) | Net interest | $ | (123 | ) | $ | (245 | ) | $ | 123 | $ | 225 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total net interest | $ | (8,699 | ) | $ | (16,463 | ) | $ | 4,811 | $ | 4,913 | ||||||||||||||
|
|
|
|
|
|
|
|
(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, $14.2 billion of our loans earned interest based on floors that are above the applicable index as of December 31, 2020. Refer to Note 12 to our consolidated financial statements for additional details of our incentive fee calculation.
|
(2) |
Includes investment exposure to the 2018 Single Asset Securitization. Refer to Notes 4 and 16 to our consolidated financial statements for details of the subordinate position we own in the 2018 Single Asset Securitization.
|
(3) |
Includes amounts outstanding under secured debt agreements, securitizations, asset-specific financings, and secured term loans.
|
(4) |
Decrease in rates assumes the applicable benchmark rate for each currency does not decrease below 0%.
|
(5) |
Assets balance includes a loan denominated in British Pound Sterling, with an outstanding principal balance of £146.2 million as of December 31, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 10 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
(1) |
Balances include
non-consolidated
senior interests of £198.8 million.
|
(2) |
Euro balance includes a loan denominated in British Pound Sterling, with an outstanding principal balance of £146.2 million as of December 31, 2020, that is hedged to Euro exposure through a foreign currency forward contract. Refer to Note 10 to our consolidated financial statements for additional discussion of our foreign currency derivatives.
|
December 31, 2019
|
||||||||||||||||
Foreign currency assets
(1)
|
€ | 2,736,673 | £ | 1,639,881 | C$ | 105,273 | A$ | 518,315 | ||||||||
Foreign currency liabilities
(1)
|
(2,122,767 | ) | (1,017,239 | ) | (77,550 | ) | (379,968 | ) | ||||||||
Foreign currency contracts – notional
|
(525,600 | ) | (527,100 | ) | (23,200 | ) | (135,600 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net exposure to exchange rate fluctuations
|
€ | 88,306 | £ | 95,542 | C$ | 4,523 | A$ | 2,747 | ||||||||
|
|
|
|
|
|
|
|
(1) |
Balances include
non-consolidated
senior interests of £302.0 million.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants, and rights |
(b)
Weighted-average
exercise price of outstanding options, warrants, and rights |
(c)
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
Equity compensation plans approved by security holders
(1)
|
306,691 |
(2)
|
$ | — | 2,263,098 | |||||||
Equity compensation plans not approved by security holders
(3)
|
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total
|
306,691 | $ | — | 2,263,098 |
(1) |
The number of securities remaining for future issuances consists of an aggregate 2,263,098 shares issuable under our 2018 stock incentive plan and our 2018 manager incentive plan. Awards under the plans may include restricted stock, unrestricted stock, stock options, stock units, stock appreciation rights, performance shares, performance units, deferred share units, or other equity-based awards, as the board of directors may determine.
|
(2) |
Reflects deferred stock units granted to our
non-employee
directors. The deferred stock units are settled upon the
non-employee
director’s separation from service with the company by delivering to the
non-employee
director one share of class A common stock for each deferred stock unit settled. As these awards have no exercise price, the weighted average exercise price in column (b) does not take these awards into account.
|
(3) |
All of our equity compensation plans have been approved by security holders.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a) (1)
|
Financial Statements
|
|
See the accompanying Index to Financial Statement Schedule on
page F-1.
|
||
(a) (2)
|
Consolidated Financial Statement Schedules
|
|
See the accompanying Index to Financial Statement Schedule on
page F-1.
|
||
(a) (3)
|
Exhibits
|
Exhibit
No. |
Exhibit Description
|
|||
10.83 | ||||
10.84 | ||||
10.85 | ||||
21.1 | * | |||
23.1 | * | |||
31.1 | * | |||
31.2 | * | |||
32.1 | * | |||
32.2 | * | |||
101.INS | ++ |
XBRL Instance Document—the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
||
101.SCH | ++ |
Inline XBRL Taxonomy Extension Schema Document
|
||
101.CAL | ++ |
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
||
101.LAB | ++ |
Inline XBRL Taxonomy Extension Label Linkbase Document
|
||
101.PRE | ++ |
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
||
101.DEF | ++ |
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
||
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
* |
Filed herewith.
|
+ |
This document has been identified as a management contract or compensatory plan or arrangement.
|
++ |
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
|
ITEM 16.
|
FORM
10-K
SUMMARY
|
BLACKSTONE MORTGAGE TRUST, INC.
|
||||
February 10, 2021
|
By:
|
/s/ Stephen D. Plavin
|
||
Date
|
Stephen D. Plavin
Chief Executive Officer
(Principal Executive Officer)
|
February 10, 2021
Date
|
/s/ Michael B. Nash
Michael B. Nash
Executive Chairman of the Board of Directors
|
|||
February 10, 2021
Date
|
/s/ Stephen D. Plavin
Stephen D. Plavin
Chief Executive Officer and Director
(Principal Executive Officer)
|
|||
February 10, 2021
Date
|
/s/ Anthony F. Marone, Jr.
Anthony F. Marone, Jr.
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|||
February 10, 2021
Date
|
/s/ Leonard W. Cotton
Leonard W. Cotton, Director
|
|||
February 10, 2021
Date
|
/s/ Thomas E. Dobrowksi
Thomas E. Dobrowski, Director
|
|||
February 10, 2021
Date
|
/s/ Martin L. Edelman
Martin L. Edelman, Director
|
|||
February 10, 2021
Date
|
/s/ Henry N. Nassau
Henry N. Nassau, Director
|
|||
February 10, 2021
Date
|
/s/ Jonathan L. Pollack
Jonathan L. Pollack, Director
|
|||
February 10, 2021
Date
|
/s/ Lynne B. Sagalyn
Lynne B. Sagalyn, Director
|
F-2 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-9 | ||||
F-10 | ||||
F-12 | ||||
S-1 |
• |
We tested the design and operating effectiveness of controls implemented by the Company in relation to the establishment of the CECL reserve. Specifically, in relation to the adjustments made to their CECL reserve to account for current and future economic conditions, we focused our procedures on internal controls related to evaluation of macroeconomic factors and other judgments involved in the determination of such adjustments.
|
• |
We evaluated the appropriateness and consistency of the methods and assumptions used by management to develop the adjustments, assessed macro-economic and industry trends, and performed benchmarking analysis against peers.
|
• |
We tested the accuracy and completeness of quantitative data used by management to develop the adjustments to account for current and future economic conditions.
|
• |
We tested the design and operating effectiveness of controls over the estimation of the fair value of the collateral underlying the impaired loans, including specifically management’s review of the valuation model and underlying assumptions utilized in estimating the fair value of the underlying collateral.
|
• |
We tested management’s assumptions through independent analysis and comparison to external sources.
|
• |
We utilized our internal fair value specialists to assist in the evaluation of management’s valuation methodologies and assumptions. With the assistance of our internal fair value specialists, we evaluated certain of these assumptions (e.g., guideline transactions, discount rates, capitalization rates). Our
|
internal fair value specialist procedures included testing the underlying source information of the assumptions, as well as developing a range of independent estimates and comparing those to the assumptions used by management.
|
December 31,
2020
|
December 31,
2019
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 289,970 | $ | 150,090 | ||||
Loans receivable
|
16,572,715 | 16,164,801 | ||||||
Current expected credit loss reserve
|
(173,549 | ) | — | |||||
|
|
|
|
|||||
Loans receivable, net
|
16,399,166 | 16,164,801 | ||||||
Other assets
|
269,819 | 236,980 | ||||||
|
|
|
|
|||||
Total Assets
|
$ | 16,958,955 | $ | 16,551,871 | ||||
|
|
|
|
|||||
Liabilities and Equity
|
||||||||
Secured debt agreements, net
|
$ | 7,880,536 | $ | 9,731,426 | ||||
Securitized debt obligations, net
|
2,922,499 | 1,187,084 | ||||||
Asset-specific debt agreements, net
|
391,269 | 323,504 | ||||||
Secured term loans, net
|
1,041,704 | 736,142 | ||||||
Convertible notes, net
|
616,389 | 613,071 | ||||||
Other liabilities
|
202,327 | 175,963 | ||||||
|
|
|
|
|||||
Total Liabilities
|
13,054,724 | 12,767,190 | ||||||
|
|
|
|
|||||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
||||||||
Class A common stock, $0.01 par value, 400,000,000 shares authorized and 146,780,031 shares issued and outstanding as of December 31, 2020, and 200,000,000 shares authorized and 135,003,662 shares issued and outstanding as of December 31, 2019
|
1,468 | 1,350 | ||||||
Additional
paid-in
capital
|
4,702,713 | 4,370,014 | ||||||
Accumulated other comprehensive income (loss)
|
11,170 | (16,233 | ) | |||||
Accumulated deficit
|
(829,284 | ) | (592,548 | ) | ||||
|
|
|
|
|||||
Total Blackstone Mortgage Trust, Inc. stockholders’ equity
|
3,886,067 | 3,762,583 | ||||||
Non-controlling
interests
|
18,164 | 22,098 | ||||||
|
|
|
|
|||||
Total Equity
|
3,904,231 | 3,784,681 | ||||||
|
|
|
|
|||||
Total Liabilities and Equity
|
$ | 16,958,955 | $ | 16,551,871 | ||||
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Income from loans and other investments
|
||||||||||||
Interest and related income
|
$ | 779,648 | $ | 882,679 | $ | 756,109 | ||||||
Less: Interest and related expenses
|
347,471 | 458,503 | 359,625 | |||||||||
|
|
|
|
|
|
|||||||
Income from loans and other investments, net
|
432,177 | 424,176 | 396,484 | |||||||||
Other expenses
|
||||||||||||
Management and incentive fees
|
77,916 | 78,435 | 74,834 | |||||||||
General and administrative expenses
|
45,871 | 38,854 | 35,529 | |||||||||
|
|
|
|
|
|
|||||||
Total other expenses
|
123,787 | 117,289 | 110,363 | |||||||||
Increase in current expected credit loss reserve
|
(167,653 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Income before income taxes
|
140,737 | 306,887 | 286,121 | |||||||||
Income tax provision (benefit)
|
323 | (506 | ) | 308 | ||||||||
|
|
|
|
|
|
|||||||
Net income
|
140,414 | 307,393 | 285,813 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to
non-controlling
interests
|
(2,744 | ) | (1,826 | ) | (735 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 137,670 | $ | 305,567 | $ | 285,078 | ||||||
|
|
|
|
|
|
|||||||
Net income per share of common stock basic and diluted
|
$ | 0.97 | $ | 2.35 | $ | 2.50 | ||||||
|
|
|
|
|
|
|||||||
Weighted-average shares of common stock outstanding, basic and diluted
|
141,795,977 | 130,085,398 | 113,857,238 | |||||||||
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Net income
|
$ | 140,414 | $ | 307,393 | $ | 285,813 | ||||||
Other comprehensive income
|
||||||||||||
Unrealized gain (loss) on foreign currency translation
|
87,113 | 23,920 | (44,317 | ) | ||||||||
Realized and unrealized (loss) gain on derivative financial instruments
|
(59,710 | ) | (5,931 | ) | 39,801 | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss)
|
27,403 | 17,989 | (4,516 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive income
|
167,817 | 325,382 | 281,297 | |||||||||
Comprehensive income attributable to
non-controlling
interests
|
(2,744 | ) | (1,826 | ) | (735 | ) | ||||||
|
|
|
|
|
|
|||||||
Comprehensive income attributable to Blackstone Mortgage Trust, Inc.
|
$ | 165,073 | $ | 323,556 | $ | 280,562 | ||||||
|
|
|
|
|
|
Blackstone Mortgage Trust, Inc.
|
||||||||||||||||||||||||||||
Class A
Common Stock |
Additional Paid-
In Capital
|
Accumulated Other
Comprehensive (Loss) Income |
Accumulated
Deficit |
Stockholders’
Equity |
Non-Controlling
Interests |
Total
Equity
|
||||||||||||||||||||||
Balance at December 31, 2017
|
$ | 1,079 | $ | 3,506,861 | $ | (29,706 | ) | $ | (567,168 | ) | $ | 2,911,066 | $ | 6,340 | $ | 2,917,406 | ||||||||||||
Shares of class A common stock issued, net
|
155 | 476,275 | — | — | 476,430 | — | 476,430 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 27,644 | — | — | 27,644 | — | 27,644 | |||||||||||||||||||||
Issuance of convertible notes
|
— | 1,462 | — | — | 1,462 | — | 1,462 | |||||||||||||||||||||
Conversion of convertible notes
|
— | (46,720 | ) | — | — | (46,720 | ) | — | (46,720 | ) | ||||||||||||||||||
Dividends reinvested
|
— | 518 | — | (465 | ) | 53 | — | 53 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 500 | — | — | 500 | — | 500 | |||||||||||||||||||||
Other comprehensive loss
|
— | — | (4,516 | ) | — | (4,516 | ) | — | (4,516 | ) | ||||||||||||||||||
Net income
|
— | — | — | 285,078 | 285,078 | 735 | 285,813 | |||||||||||||||||||||
Dividends declared on common stock, $2.48 per share
|
— | — | — | (286,873 | ) | (286,873 | ) | — | (286,873 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 9,315 | 9,315 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (5,907 | ) | (5,907 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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
|
116 | 372,232 | — | — | 372,348 | — | 372,348 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 30,146 | — | — | 30,146 | — | 30,146 | |||||||||||||||||||||
Dividends reinvested
|
— | 596 | — | (554 | ) | 42 | — | 42 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 500 | — | — | 500 | — | 500 | |||||||||||||||||||||
Other comprehensive income
|
— | — | 17,989 | — | 17,989 | — | 17,989 | |||||||||||||||||||||
Net income
|
— | — | — | 305,567 | 305,567 | 1,826 | 307,393 | |||||||||||||||||||||
Dividends declared on common stock, $2.48 per share
|
— | — | — | (328,133 | ) | (328,133 | ) | — | (328,133 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 51,418 | 51,418 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (41,629 | ) | (41,629 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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
|
— | — | — | (17,565 | ) | (17,565 | ) | (85 | ) | (17,650 | ) | |||||||||||||||||
Shares of class A common stock issued, net
|
118 | 297,491 | — | — | 297,609 | — | 297,609 | |||||||||||||||||||||
Restricted class A common stock earned
|
— | 34,023 | — | — | 34,023 | — | 34,023 | |||||||||||||||||||||
Dividends reinvested
|
— | 685 | — | (633 | ) | 52 | — | 52 | ||||||||||||||||||||
Deferred directors’ compensation
|
— | 500 | — | — | 500 | — | 500 | |||||||||||||||||||||
Other comprehensive income
|
— | — | 27,403 | — | 27,403 | — | 27,403 | |||||||||||||||||||||
Net income
|
— | — | — | 137,670 | 137,670 | 2,744 | 140,414 | |||||||||||||||||||||
Dividends declared on common stock, $2.48 per share
|
— | — | — | (356,208 | ) | (356,208 | ) | — | (356,208 | ) | ||||||||||||||||||
Contributions from
non-controlling
interests
|
— | — | — | — | — | 8,431 | 8,431 | |||||||||||||||||||||
Distributions to
non-controlling
interests
|
— | — | — | — | — | (15,024 | ) | (15,024 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020
|
$ | 1,468 | $ | 4,702,713 | $ | 11,170 | $ | (829,284 | ) | $ | 3,886,067 | $ | 18,164 | $ | 3,904,231 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net income
|
$ | 140,414 | $ | 307,393 | $ | 285,813 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||||||
Non-cash
compensation expense
|
34,532 | 30,656 | 28,154 | |||||||||
Satisfaction of management and incentive fees in stock
|
19,277 | — | — | |||||||||
Amortization of deferred fees on loans and debt securities
|
(56,844 | ) | (57,926 | ) | (47,093 | ) | ||||||
Amortization of deferred financing costs and premiums/
|
37,403 | 32,195 | 28,284 | |||||||||
Increase in current expected credit loss reserve
|
167,653 | — | — | |||||||||
Unrealized (gain) loss on assets denominated in foreign currencies, net
|
(3,366 | ) | 881 | (165 | ) | |||||||
Unrealized (gain) loss on derivative financial instruments, net
|
(867 | ) | (1,071 | ) | 327 | |||||||
Realized loss (gain) on derivative financial instruments, net
|
1,364 | 11 | (349 | ) | ||||||||
Changes in assets and liabilities, net
|
||||||||||||
Other assets
|
3,352 | (7,355 | ) | (23,352 | ) | |||||||
Other liabilities
|
(6,311 | ) | (747 | ) | 18,383 | |||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
336,607 | 304,037 | 290,002 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities
|
||||||||||||
Origination and fundings of loans receivable
|
(1,896,276 | ) | (6,890,249 | ) | (7,890,051 | ) | ||||||
Principal collections and sales proceeds from loans receivable and debt securities
|
1,850,003 | 4,940,194 | 3,084,747 | |||||||||
Loan contributed to securitization
|
— | — | 512,002 | |||||||||
Investment in debt securities
held-to-maturity
|
— | — | (95,937 | ) | ||||||||
Origination and exit fees received on loans receivable
|
21,275 | 66,558 | 104,408 | |||||||||
Receipts under derivative financial instruments
|
90,427 | 49,673 | 47,527 | |||||||||
Payments under derivative financial instruments
|
(133,430 | ) | (6,524 | ) | (18,475 | ) | ||||||
Collateral deposited under derivative agreements
|
(346,640 | ) | (59,720 | ) | (38,990 | ) | ||||||
Return of collateral deposited under derivative agreements
|
326,390 | 28,920 | 43,110 | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities
|
(88,251 | ) | (1,871,148 | ) | (4,251,659 | ) | ||||||
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash flows from financing activities
|
||||||||||||
Borrowings under secured debt agreements
|
$ | 2,567,834 | $ | 6,322,165 | $ | 9,100,019 | ||||||
Repayments under secured debt agreements
|
(4,690,607 | ) | (5,526,989 | ) | (5,313,679 | ) | ||||||
Proceeds from issuance
of
securitized debt
obligations
|
2,051,875 | — | — | |||||||||
Repayment of
securitized debt
obligations
|
(300,879 | ) | (102,478 | ) | — | |||||||
Borrowings under asset-specific debt agreements
|
161,960 | 247,295 | 83,833 | |||||||||
Repayments under asset-specific debt agreements
|
(82,754 | ) | — | (99,391 | ) | |||||||
Proceeds from sale of loan participations
|
— | 21,346 | 99,696 | |||||||||
Repayment of loan participations
|
— | (115,874 | ) | (85,875 | ) | |||||||
Net proceeds from issuance of secured term loan
|
315,438 | 748,414 | — | |||||||||
Repayments of secured term loan
|
(9,113 | ) | (3,122 | ) | — | |||||||
Payment of deferred financing costs
|
(47,345 | ) | (39,370 | ) | (25,006 | ) | ||||||
Contributions from
non-controlling
interests
|
8,431 | 51,418 | 9,315 | |||||||||
Distributions to
non-controlling
interests
|
(15,024 | ) | (41,629 | ) | (5,907 | ) | ||||||
Net proceeds from issuance of convertible notes
|
— | — | 214,775 | |||||||||
Repayment of convertible notes
|
— | — | (219,232 | ) | ||||||||
Net proceeds from issuance of class A common stock
|
278,322 | 372,337 | 476,420 | |||||||||
Dividends paid on class A common stock
|
(348,907 | ) | (320,961 | ) | (277,260 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash (used in) provided by financing activities
|
(110,769 | ) | 1,612,552 | 3,957,708 | ||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
137,587 | 45,441 | (3,949 | ) | ||||||||
Cash and cash equivalents at beginning of year
|
150,090 | 105,662 | 102,518 | |||||||||
Effects of currency translation on cash and cash equivalents
|
2,293 | (1,013 | ) | 7,093 | ||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year
|
$ | 289,970 | $ | 150,090 | $ | 105,662 | ||||||
|
|
|
|
|
|
|||||||
Supplemental disclosure of cash flows information
|
||||||||||||
Payments of interest
|
$ | (312,093 | ) | $ | (425,801 | ) | $ | (318,919 | ) | |||
|
|
|
|
|
|
|||||||
(Payments) receipts of income taxes
|
$ | (232 | ) | $ | 109 | $ | (554 | ) | ||||
|
|
|
|
|
|
|||||||
Supplemental disclosure of
non-cash
investing and financing activities
|
||||||||||||
Dividends declared, not paid
|
$ | (91,004 | ) | $ | (83,702 | ) | $ | (76,530 | ) | |||
|
|
|
|
|
|
|||||||
Satisfaction of management and incentive fees in stock
|
$ | 19,277 | $ | — | $ | — | ||||||
|
|
|
|
|
|
|||||||
Loan principal payments held by servicer, net
|
$ | 19,460 | $ | 49,584 | $ | 4,855 | ||||||
|
|
|
|
|
|
|
•
|
|
U.S. Loans
|
|
•
|
|
Non-U.S.
Loans
|
|
•
|
|
Unique Loans
|
|
•
|
|
Impaired Loans
|
differ materially from these estimates. We only expect to realize the impairment losses if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.
|
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.
|
• |
Asset-specific debt agreements, net: The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.
|
• |
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.
|
December 31,
|
December 31,
|
|||||||
Number of loans
|
120 | 128 | ||||||
Principal balance
|
$ | 16,652,824 | $ | 16,277,343 | ||||
Net book value
|
$ | 16,399,166 | $ | 16,164,801 | ||||
Unfunded loan commitments
(1)
|
$ | 3,160,084 | $ | 3,911,868 | ||||
Weighted-average cash coupon
(2)
|
L + 3.18 | % | L + 3.20 | % | ||||
Weighted-average
all-in
yield
(2)
|
L + 3.53 | % | L + 3.55 | % | ||||
Weighted-average maximum maturity (years)
(3)
|
3.1 | 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 December 31, 2020, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and $13.7 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 December 31, 2020 and December 31, 2019, respectively, for purposes of the weighted-averages. As of December 31, 2019, 99% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $6.1 billion of such loans earned interest based on floors that are above the applicable index. In addition to cash coupon,
all-in
yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. 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 December 31, 2020, 31% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 69% 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, 2018
|
$ | 14,293,970 | $ | (102,770 | ) | $ | 14,191,200 | |||||
Loan fundings
|
6,890,249 | — | 6,890,249 | |||||||||
Loan repayments and sales proceeds
|
(4,974,881 | ) | — | (4,974,881 | ) | |||||||
Unrealized gain (loss) on foreign currency translation
|
68,005 | (629 | ) | 67,376 | ||||||||
Deferred fees and other items
|
— | (66,558 | ) | (66,558 | ) | |||||||
Amortization of fees and other items
|
— |
|
57,415 | 57,415 | ||||||||
|
|
|
|
|
|
|||||||
Loans Receivable, as of December 31, 2019
|
$ | 16,277,343 | $ | (112,542 | ) | $ | 16,164,801 | |||||
|
|
|
|
|
|
|||||||
Loan fundings
|
1,896,276 | — | 1,896,276 | |||||||||
Loan repayments and sales
|
(1,862,955 | ) | — | (1,862,955 | ) | |||||||
Unrealized gain (loss) on foreign currency translation
|
342,160 | (1,900 | ) | 340,260 | ||||||||
Deferred fees and other items
|
— | (21,946 | ) | (21,946 | ) | |||||||
Amortization of fees and other items
|
— | 56,279 | 56,279 | |||||||||
|
|
|
|
|
|
|||||||
Loans Receivable, as of December 31, 2020
|
$ | 16,652,824 | $ | (80,109 | ) | $ | 16,572,715 | |||||
|
|
|
|
|
|
|||||||
CECL reserve
|
(173,549 | ) | ||||||||||
|
|
|||||||||||
Loans Receivable, net, as of December 31, 2020
|
$ | 16,399,166 | ||||||||||
|
|
(1) |
Other items primarily consist of purchase and sale discounts or premiums, exit fees, and deferred origination expenses.
|
December 31, 2020
|
||||||||||||||
Property Type
|
Number of
Loans |
Net
Book Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio |
||||||||||
Office
|
59 | $ | 9,980,799 | $ | 10,451,658 | 59 | % | |||||||
Hospitality
|
14 | 2,295,255 | 2,369,454 | 14 | ||||||||||
Multifamily
|
31 | 1,788,149 | 1,862,667 | 11 | ||||||||||
Industrial
|
6 | 673,912 | 675,344 | 4 | ||||||||||
Retail
|
4 | 538,702 | 551,243 | 3 | ||||||||||
Self-Storage
|
2 | 301,566 | 301,491 | 2 | ||||||||||
Condominium
|
2 | 245,492 | 264,162 | 2 | ||||||||||
Other
|
2 | 748,840 | 978,602 | 5 | ||||||||||
|
|
|
|
|
|
|
||||||||
Total loans receivable
|
120 | $ | 16,572,715 | $ | 17,454,621 | 100 | % | |||||||
|
|
|
|
|
|
|
||||||||
CECL reserve
|
(173,549 | ) | ||||||||||||
|
|
|||||||||||||
Loans receivable, net
|
$ | 16,399,166 | ||||||||||||
|
|
|||||||||||||
Geographic Location
|
Number of
Loans |
Net
Book Value
|
Total Loan
Exposure
(1)(2)
|
Percentage of
Portfolio |
||||||||||
United States
|
||||||||||||||
Northeast
|
24 | $ | 4,050,732 | $ | 4,069,712 | 23 | % | |||||||
West
|
27 | 2,942,126 | 3,413,089 | 20 | ||||||||||
Southeast
|
25 | 2,624,701 | 2,707,080 | 16 | ||||||||||
Midwest
|
8 | 973,702 | 976,693 | 6 | ||||||||||
Southwest
|
9 | 597,100 | 598,813 | 3 | ||||||||||
Northwest
|
1 | 15,404 | 15,413 | — | ||||||||||
|
|
|
|
|
|
|
||||||||
Subtotal
|
94 | 11,203,765 | 11,780,800 | 68 | ||||||||||
International
|
||||||||||||||
United Kingdom
|
13 | 1,816,901 | 2,066,390 | 12 | ||||||||||
Ireland
|
1 | 1,309,443 | 1,317,846 | 8 | ||||||||||
Spain
|
2 | 1,247,162 | 1,252,080 | 7 | ||||||||||
Australia
|
2 | 259,126 | 259,788 | 1 | ||||||||||
Germany
|
1 | 214,795 | 252,816 | 1 | ||||||||||
Italy
|
1 | 203,982 | 205,514 | 1 | ||||||||||
Netherlands
|
1 | 105,300 | 106,274 | 1 | ||||||||||
Belgium
|
1 | 94,757 | 94,936 | 1 | ||||||||||
Canada
|
3 | 82,185 | 82,262 | — | ||||||||||
France
|
1 | 35,299 | 35,915 | — | ||||||||||
|
|
|
|
|
|
|
||||||||
Subtotal
|
26 | 5,368,950 | 5,673,821 | 32 | ||||||||||
|
|
|
|
|
|
|
||||||||
Total loans receivable
|
120 | $ | 16,572,715 | $ | 17,454,621 | 100 | % | |||||||
|
|
|
|
|
|
|
||||||||
CECL reserve
|
(173,549 | ) | ||||||||||||
|
|
|||||||||||||
Loans receivable, net
|
$ | 16,399,166 | ||||||||||||
|
|
(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 $801.8 million of such
non-consolidated
senior interests as of December 31, 2020.
|
|
(2) |
Excludes investment exposure to the $735.5
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 $801.8 million and $688.5 million of such
non-consolidated
senior interests as of December 31, 2020 and December 31, 2019, respectively.
|
(2) |
Excludes investment exposure to the 2018 Single Asset Securitization of $735.5 million and $930.0 million as of December 31, 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
|
34,040 | 24,103 | 31,803 | 69,661 | 159,607 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of December 31, 2020
|
$ | 42,995 | $ | 27,734 | $ | 33,159 | $ | 69,661 | $ | 173,549 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Net Book Value of Loans Receivable by Year of Origination
(1)(2)
|
||||||||||||||||||||||||||||
As of December 31, 2020
|
||||||||||||||||||||||||||||
Risk
Rating
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Total
|
|||||||||||||||||||||
U.S. loans
|
||||||||||||||||||||||||||||
1
|
$ |
—
|
$ |
231,796
|
$ |
253,674
|
$ |
43,906
|
$ |
17,009
|
$ | — | $ |
546,385
|
||||||||||||||
2
|
— |
282,017
|
1,172,168
|
757,138
|
79,848
|
222,677
|
2,513,848
|
|||||||||||||||||||||
3
|
781,595
|
2,391,297
|
1,672,897
|
1,134,288
|
227,466
|
220,644
|
6,428,187
|
|||||||||||||||||||||
4
|
65,978
|
170,541
|
1,055,142
|
63,293
|
105,380
|
— |
1,460,334
|
|||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total U.S. loans
|
$ |
847,573
|
$ |
3,075,651
|
$ |
4,153,881
|
$ |
1,998,625
|
$ |
429,703
|
$ |
443,321
|
$ |
10,948,754
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Non-U.S.
loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ |
136,021
|
$ |
94,757
|
$ | — | $ | — | $ |
230,778
|
||||||||||||||
2
|
— | — | — | — | — | — |
—
|
|||||||||||||||||||||
3
|
105,300
|
2,526,225
|
479,512
|
— |
113,653
|
— |
3,224,690
|
|||||||||||||||||||||
4
|
— |
256,494
|
— | — | — | — |
256,494
|
|||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
Non-U.S.
loans
|
$ |
105,300
|
$ |
2,782,719
|
$ |
615,533
|
$ |
94,757
|
$ |
113,653
|
$ | — | $ |
3,711,962
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unique loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
2
|
— | — | — | — | — | — | — | |||||||||||||||||||||
3
|
— | — |
198,433
|
— | — |
60,604
|
259,037
|
|||||||||||||||||||||
4
|
— |
325,097
|
990,668
|
— | — | — |
1,315,765
|
|||||||||||||||||||||
5
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total unique loans
|
$ | — | $ |
325,097
|
$ |
1,189,101
|
$ | — | $ | — | $ |
60,604
|
$ |
1,574,802
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Impaired loans
|
||||||||||||||||||||||||||||
1
|
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
2
|
— | — | — | — | — | — | — | |||||||||||||||||||||
3
|
— | — | — | — | — | — | — | |||||||||||||||||||||
4
|
— | — | — | — | — | — | — | |||||||||||||||||||||
5
|
— | — |
284,809
|
— | — |
52,388
|
337,197
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total impaired loans
|
$ | — | $ | — | $ |
284,809
|
$ | — | $ | — | $ |
52,388
|
$ |
337,197
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans receivable
|
||||||||||||||||||||||||||||
1
|
$ |
—
|
$ |
231,796
|
$ |
389,695
|
$ |
138,663
|
$ |
17,009
|
$ | — | $ |
777,163
|
||||||||||||||
2
|
— |
282,017
|
1,172,168
|
757,138
|
79,848
|
222,677
|
2,513,848
|
|||||||||||||||||||||
3
|
886,895
|
4,917,522
|
2,350,842
|
1,134,288
|
341,119
|
281,248
|
9,911,914
|
|||||||||||||||||||||
4
|
65,978
|
752,132
|
2,045,810
|
63,293
|
105,380
|
— |
3,032,593
|
|||||||||||||||||||||
5
|
— | — |
284,809
|
— | — |
52,388
|
337,197
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans receivable
|
$ |
952,873
|
$ |
6,183,467
|
$ |
6,243,324
|
$ |
2,093,382
|
$ |
543,356
|
$ |
556,313
|
$ |
16,572,715
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CECL reserve
|
(173,549
|
) | ||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Loans receivable, net
|
$ |
16,399,166
|
||||||||||||||||||||||||||
|
|
(1) |
Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.
|
(2) |
Excludes the $
75.7
million net book value of our
held-to-maturity
|
December 31,
2020 |
December 31,
2019 |
|||||||
Debt securities
held-to-maturity
(1)
|
$
|
77,445 |
$
|
86,638 | ||||
CECL reserve
|
(1,723 | ) | — | |||||
|
|
|
|
|||||
Debt securities
held-to-maturity,
|
75,722 | 86,638 | ||||||
Loan portfolio payments held by servicer
(2)
|
73,224 | 49,584 | ||||||
Accrued interest receivable
|
66,757 | 66,649 | ||||||
Collateral deposited under derivative agreements
|
51,050 | 30,800 | ||||||
Prepaid expenses
|
973 | 739 | ||||||
Derivative assets
|
522 | 1,079 | ||||||
Prepaid taxes
|
376 | 376 | ||||||
Other
|
1,195 | 1,115 | ||||||
|
|
|
|
|||||
Total
|
$ | 269,819 | $ | 236,980 | ||||
|
|
|
|
(1) |
Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $735.5 million and $930.0 million as of December 31, 2020 and December 31, 2019, respectively, with a yield to full maturity of L+10.0% and a maximum maturity date of June 9, 2025, assuming all extension options are exercised by the borrower. Refer to Note 16 for additional discussion.
|
|
(2) |
Represents loan principal and interest payments held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.
|
|
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
|
1,278 | — | — | — | 1,278 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of December 31, 2020
|
$
|
1,723 |
$
|
— |
$
|
— |
$
|
— |
$
|
1,723 | ||||||||||
|
|
|
|
|
|
|
|
|
|
December 31,
2020 |
December 31,
2019 |
|||||||
Accrued dividends payable
|
$ | 91,004 | $ | 83,702 | ||||
Derivative liabilities
|
58,915 | 42,263 | ||||||
Accrued interest payable
|
20,548 | 24,831 | ||||||
Accrued management and incentive fees payable
|
19,158 | 20,159 | ||||||
Current expected credit loss reserve for unfunded loan commitments
(1)
|
10,031 | — | ||||||
Accounts payable and other liabilities
|
2,671 | 5,008 | ||||||
|
|
|
|
|||||
Total
|
$ | 202,327 | $ | 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
|
4,152 | 2,541 | 75 | — | 6,768 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CECL reserve as of December 31, 2020
|
$
|
6,953 |
$
|
2,994 |
$
|
84 |
$
|
— |
$
|
10,031 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Secured Debt Agreements
Borrowings Outstanding
|
||||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Secured credit facilities
|
$ | 7,896,863 | $ | 9,753,059 | ||||
Revolving credit agreement
|
— | — | ||||||
|
|
|
|
|||||
Total secured debt agreements
|
$ | 7,896,863 | $ | 9,753,059 | ||||
|
|
|
|
|||||
Deferred financing costs
(1)
|
(16,327 | ) | (21,633 | ) | ||||
|
|
|
|
|||||
Net book value of secured debt
|
$ | 7,880,536 | $ | 9,731,426 | ||||
|
|
|
|
(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.
|
December 31, 2020
|
||||||||||||||||||||
Credit Facility Borrowings
|
Collateral
Assets
(2)
|
|||||||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
|||||||||||||||||
Deutsche Bank
|
$ | 1,892,211 | $ | 1,847,211 | $ | 45,000 | $ | 2,869,889 | ||||||||||||
Barclays
|
1,443,251 | 1,249,415 | 193,836 | 1,862,987 | ||||||||||||||||
Wells Fargo
|
1,241,357 | 956,780 | 284,577 | 1,663,661 | ||||||||||||||||
Citibank
|
927,531 | 779,139 | 148,392 | 1,212,521 | ||||||||||||||||
Goldman Sachs
|
615,411 | 615,411 | — | 828,965 | ||||||||||||||||
Bank of America
|
473,678 | 473,678 | — | 667,830 | ||||||||||||||||
JP Morgan
|
449,449 | 422,096 | 27,353 | 605,144 | ||||||||||||||||
Morgan Stanley
|
528,846 | 401,846 | 127,000 | 849,426 | ||||||||||||||||
MetLife
|
276,605 | 276,605 | — | 349,612 | ||||||||||||||||
Santander
|
269,501 | 269,501 | — | 337,329 | ||||||||||||||||
Société Générale
|
237,822 | 237,822 | — | 308,700 | ||||||||||||||||
US Bank
-
Multi. JV
(3)
|
184,802 | 181,795 | 3,007 | 231,003 | ||||||||||||||||
Goldman Sachs
-
Multi. JV
(3)
|
167,964 | 167,964 | — | 231,840 | ||||||||||||||||
Bank of America
-
Multi. JV
(3)
|
17,600 | 17,600 | — | 22,000 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
$ | 8,726,028 | $ | 7,896,863 | $ | 829,165 | $ | 12,040,907 | |||||||||||||
|
|
|
|
|
|
|
|
(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
Assets
(2)
|
|||||||||||||||||||
Lender
|
Potential
(1)
|
Outstanding
|
Available
(1)
|
|||||||||||||||||
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
|
$ / € | 62 |
%
(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)
|
|||||||
JP Morgan
|
$ / £ | 43 | % | Collateral marks only |
January 7, 2024
(8)
|
|||||||
Morgan Stanley
|
$ / £ / € | 25 | % | Collateral marks only |
September 29, 2025
(9)
|
|||||||
MetLife
|
$ | 71 | % | Collateral marks only |
September 23, 2025
(10)
|
|||||||
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
(11)
|
|||||||
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 $907.9 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 $147.2 million related to $196.3 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 two
one-year
extension options which may be exercised at our sole discretion.
|
(9) |
Includes two
one-year
extension options which may be exercised at our sole discretion.
|
(10) |
Includes four
one-year
extension options which may be exercised at our sole discretion.
|
(11) |
Includes 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 Index
(2)
|
Spread
|
Advance
Rate
(3)
|
|||||||||
$ | $ | 4,844,927 | $ | 4,023,408 |
|
L + 1.64% | 72.9% | |||||||
€ | € | 2,051,170 | € | 2,044,904 | EURIBOR | E + 1.44% | 73.3% | |||||||
£ | £ | 822,401 | £ | 822,401 | GBP LIBOR | L + 1.95% | 71.6% | |||||||
A$ | A$ | 244,891 | A$ | 244,891 | BBSY | BBSY + 1.90% | 72.5% | |||||||
C$ | C$ | 79,852 | C$ | 79,862 | CDOR | CDOR + 1.80% | 76.7% | |||||||
|
|
|
|
|
|
|||||||||
$ | 8,726,028 | $ | 7,896,863 | INDEX + 1.63% | 72.8% | |||||||||
|
|
|
|
|
|
(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.
|
December 31, 2020
|
||||||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book
Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
|||||||||||||||
2020 FL3 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
25 | $ | 1,000,000 | $ | 1,000,000 | L+3.09 | % | February 2024 | ||||||||||||
Financing provided
|
1 | 808,750 | 800,993 | L+2.08 | % | November 2037 | ||||||||||||||
2020 FL2 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
31 | 1,500,000 | 1,500,000 | L+3.17 | % | January 2024 | ||||||||||||||
Financing provided
|
1 | 1,243,125 | 1,233,464 | L+1.44 | % | February 2038 | ||||||||||||||
2017 FL1 Collateralized Loan Obligation
|
||||||||||||||||||||
Collateral assets
|
15 | 666,334 | 666,334 | L+3.39 | % | January 2023 | ||||||||||||||
Financing provided
|
1 | 483,834 | 483,113 | L+1.83 | % | June 2035 | ||||||||||||||
2017 Single Asset Securitization
|
||||||||||||||||||||
Collateral assets
(3)
|
1 | 619,194 | 618,766 | L+3.57 | % | June 2023 | ||||||||||||||
Financing provided
|
1 | 404,929 | 404,929 | L+1.63 | % | June 2033 | ||||||||||||||
Total
|
||||||||||||||||||||
Collateral assets
|
72 | $ | 3,785,528 | $ | 3,785,100 | L+3.25 | % | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Financing provided
(4)
|
4 |
$
|
2,940,638 |
$
|
2,922,499 | L+1.70 | % | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2019
|
||||||||||||||||||||
Securitized Debt Obligations
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
Term
(2)
|
|||||||||||||||
2017 FL1 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 assumes 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 years ended December 31, 2020 and 2019, we recorded $43.1 million and $47.2 million, respectively, of interest expense related to our securitized debt obligations.
|
December 31, 2020
|
|||||||||||||||||||||||
Asset-Specific Debt Agreements
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
(2)
|
Wtd. Avg.
Term
(3)
|
|||||||||||||||||
Collateral assets
|
4 | $ | 512,794 | $ | 499,085 | L+4.65 | % | n/a | Oct. 2023 | ||||||||||||||
Financing provided
|
4 | $ | 399,699 | $ | 391,269 | L+3.48 | % |
$
|
33,244 | Oct. 2023 | |||||||||||||
December 31, 2019
|
|||||||||||||||||||||||
Asset-Specific Debt Agreements
|
Count
|
Principal
Balance |
Book Value
|
Wtd. Avg.
Yield/Cost
(1)
|
(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
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 debt agreements is term-matched to the corresponding collateral loans.
|
Term Loans
|
Face Value
|
Interest
(1)
|
All-in Cost
(1)(2)
|
Maturity
|
||||||||||||
2019 Term Loan
|
$
|
739,391 | L+2.25 | % | L+2.52 | % | April 23, 2026 | |||||||||
2020 Term Loan
|
323,375 | 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.
|
December 31,
2020 |
December 31,
2019 |
|||||||
Face value
|
$ | 1,062,766 | $ | 746,878 | ||||
Unamortized discount
|
(9,807 | ) | (1,456 | ) | ||||
Deferred financing costs
|
(11,255 | ) | (9,280 | ) | ||||
|
|
|
|
|||||
Net book value
|
$
|
1,041,704 |
$
|
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 December 31, 2020.
|
December 31,
2020 |
December 31,
2019 |
|||||||
Face value
|
$ |
622,500
|
$ |
622,500
|
||||
Unamortized discount
|
(5,715
|
) |
(8,801
|
) | ||||
Deferred financing costs
|
(396
|
) |
(628
|
) | ||||
|
|
|
|
|||||
Net book value
|
$ |
616,389
|
$ |
613,071
|
||||
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash coupon
|
$ |
28,059
|
$ |
28,059
|
$ |
33,859
|
||||||
Discount and issuance cost amortization
|
3,319
|
3,159
|
5,531
|
|||||||||
|
|
|
|
|
|
|||||||
Total interest expense
|
$ |
31,378
|
$ |
31,218
|
$ |
39,390
|
||||||
|
|
|
|
|
|
December 31, 2020
|
||||||||||||||
Interest Rate Derivatives
|
|
Number of
Instruments |
|
Notional
Amount
|
|
|
Strike
|
|
|
Index
|
|
Wtd.-Avg.
Maturity (Years) |
||
Interest Rate Caps
|
|
2
|
|
C$
|
38,293
|
|
|
|
1.0
|
%
|
|
CDOR
|
|
0.8
|
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
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||||
Foreign Currency Derivatives
|
|
Number of
Instruments |
|
Notional
Amount |
|
|
Foreign Currency Derivatives
|
|
|
Number of
Instruments |
|
Notional
Amount |
|
|||
Buy USD / Sell EUR Forward
|
|
8
|
|
€
|
754,722
|
|
|
|
Buy USD / Sell GBP Forward
|
|
|
4
|
|
£
|
527,100
|
|
Buy USD / Sell GBP Forward
|
|
4
|
|
£
|
372,487
|
|
|
|
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 / Sell CAD Forward
|
|
1
|
|
C$
|
26,200
|
|
|
|
Buy USD / Sell CAD Forward
|
|
|
1
|
|
C$
|
23,200
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||||||
Non-designated
Hedges
|
|
Number of
Instruments |
|
|
Notional
Amount |
|
|
Non-designated Hedges
|
|
Number of
Instruments |
|
|
Notional
Amount |
|
||||
Buy EUR / Sell GBP Forward
|
|
|
2
|
|
|
£
|
146,207
|
|
|
Buy CAD / Sell USD Forward
|
|
|
1
|
|
|
C$
|
15,900
|
|
Buy USD / Sell EUR Forward
|
|
|
1
|
|
|
€
|
8,410
|
|
|
Buy USD / Sell CAD Forward
|
|
|
1
|
|
|
C$
|
15,900
|
|
|
|
|
Buy GBP / Sell EUR Forward
|
|
|
1
|
|
|
€
|
12,857
|
|
|||||||
|
|
|
Buy AUD / Sell USD Forward
|
|
|
1
|
|
|
A$
|
10,000
|
|
|||||||
|
|
|
Buy USD / Sell AUD Forward
|
|
|
1
|
|
|
A$
|
10,000
|
|
Increase (Decrease) to Interest Income and
Interest Expense
Exchange Contracts
|
||||||||||||||||
Foreign Exchange Contracts
in Hedging Relationships
|
Location of Income
(Expense) Recognized |
Year Ended
December 31, 2020 |
Year Ended
December 31, 2019 |
Year Ended
December 31, 2018 |
||||||||||||
Designated Hedges
|
Interest Income |
(1)
|
$ | 4,382 | $ | — | $ | — | ||||||||
Non-Designated
Hedges
|
Interest Income |
(1)
|
(522 | ) | — | — | ||||||||||
Non-Designated
Hedges
|
Interest Expense |
(
2
)
|
(4,357 | ) | 1,060 | 23 | ||||||||||
|
|
|
|
|
|
|||||||||||
Total
|
$ | (497 | ) | $ | 1,060 | $ | 23 | |||||||||
|
|
|
|
|
|
(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
|
Fair Value of Derivatives in an Asset
Position
(1)
as of
|
Fair Value of Derivatives in a Liability
Position
(2)
as of
|
|||||||||||||||
December 31,
2020
|
December 31,
2019 |
December 31,
2020 |
December 31,
2019 |
|||||||||||||
Derivatives designated as hedging instruments:
|
||||||||||||||||
Foreign exchange contracts
|
$ | 521 | $ | — | $ | 55,758 | $ | 41,728 | ||||||||
Interest rate derivatives
|
1 | 96 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$ | 522 | $ | 96 | $ | 55,758 | $ | 41,728 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives not designated as
hedging instruments: |
||||||||||||||||
Foreign exchange contracts
|
$ | — | $ | 983 | $ | 3,157 | $ | 535 | ||||||||
Interest rate derivatives
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$ | — | $ | 983 | $ | 3,157 | $ | 535 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Derivatives
|
$ | 522 | $ | 1,079 | $ | 58,915 | $ | 42,263 | ||||||||
|
|
|
|
|
|
|
|
(1) |
Included in other assets in our consolidated balance sheets.
|
(2) |
Included in other liabilities in our consolidated balance sheets.
|
Derivatives in
Hedging
Relationships
|
Amount of (Loss)
Gain Recognized in
OCI on Derivatives
|
Location of
Gain (Loss) Reclassified
from
|
Amount of
Loss
Reclassified from
Accumulated OCI into Income |
|||||||||||||||||||||||||
Year Ended December 31,
|
Accumulated
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2020
|
2019
|
2018
|
OCI into Income
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Net Investment Hedges
|
||||||||||||||||||||||||||||
Foreign exchange contracts
(1)
|
$ | (59,609 | ) | $ | (5,592 | ) | $ | 40,372 | Interest Expense | $ | — | $ | — | $ | — | |||||||||||||
Cash Flow Hedges
|
||||||||||||||||||||||||||||
Interest rate derivatives
|
(94 | ) | (144 | ) | (8 | ) | Interest Expense |
(2)
|
7 | 195 | 563 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
$ | (59,703 | ) | $ | (5,736 | ) | $ | 40,364 | $ | 7 | $ | 195 | $ | 563 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
During the year ended December 31, 2020, we paid net cash settlements of $43.0 million on our foreign currency contracts. During the years ended December 31, 2019, and December 31, 2018, we received net cash settlements of $43.1 million and $29.1 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheets.
|
(2) |
During the years ended December 31, 2020, December 31, 2019, and December 31, 2018, we recorded total interest and related expenses of $347.5 million, $458.5 million, and $359.6 million, respectively, which were reduced by $7,000, $195,000, and $563,000, respectively, related to income generated by our cash flow hedges.
|
Class A Common Stock Offerings
|
||||||||||||
2020
(1)
|
2019
(2)
|
2018
(3)
|
||||||||||
Shares issued
|
10,840,696
|
10,534,628
|
14,566,743
|
|||||||||
Gross share issue price
(4)
|
$ |
27.79
|
$ |
35.75
|
$ |
33.16
|
||||||
Net share issue price
(5)
|
$ |
27.52
|
$ |
35.38
|
$ |
32.76
|
||||||
Net proceeds
(6)
|
$ |
297,599
|
$ |
372,341
|
$ |
476,420
|
(1) |
Includes 840,696 shares issued to our Manager in satisfaction of the management and incentive fees accrued in the first quarter of 2020, with a share issue price of $22.93. 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) |
Issuance includes
1.9
million shares issued under our
at-the-market
34.63
.
|
|
(3) |
Issuance includes
7.7
million shares issued under our
at-the-market
33.66
.
|
|
|
(4)
|
Represents the weighted-average gross price per share paid by the underwriters or sales agents, as applicable.
|
|
|
(5)
|
Represents the weighted-average net proceeds per share after underwriting or sales discounts and commissions, as applicable.
|
|
|
(6)
|
Net proceeds represent proceeds received from the underwriters less applicable transaction costs. Includes $19.3 million of net proceeds related to 840,696 shares issued to our Manager in satisfaction of the management and incentives fees accrued in the first quarter of 2020.
|
|
Year Ended December 31,
|
||||||||||||
Common Stock Outstanding
(1)
|
2020
|
2019
|
2018
|
|||||||||
Beginning balance
|
135,263,728
|
123,664,577
|
108,081,077
|
|||||||||
Issuance of class A common stock
(2)
|
10,842,746
|
10,535,842
|
14,568,431
|
|||||||||
Issuance of restricted class A common stock, net(3)
|
933,623
|
1,032,082
|
983,447
|
|||||||||
Issuance of deferred stock units
|
46,625
|
31,227
|
31,622
|
|||||||||
|
|
|
|
|
|
|||||||
Ending balance
|
147,086,722
|
135,263,728
|
123,664,577
|
|||||||||
|
|
|
|
|
|
|
(1)
|
Includes 306,691 deferred stock units, 260,066 deferred stock units, and 228,839 deferred stock units held by members of our board of directors as of December 31, 2020, 2019, and 2018, respectively.
|
|
(2) |
Includes 2,050
shares,
1,214 shares, and 1,688 shares issued under our dividend reinvestment program during the years ended December 31, 2020, 2019, and 2018, respectively.
|
|
|
|
(3)
|
Includes
879
shares,
17,565
shares, and
17,820
shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2020, 2019, and 2018, respectively. See Note 14 for further discussion of our stock-based incentive plans.
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Dividends declared per share of common stock
|
$ | 2.48 | $ | 2.48 | $ | 2.48 | ||||||
Percent taxable as ordinary dividends
|
100.00 | % | 100.00 | % | 99.70 | % | ||||||
Percent taxable as capital gain dividends
|
— | % | — | % | 0.30 | % | ||||||
|
|
|
|
|
|
|||||||
100.0 | % | 100.0 | % | 100.0 | % |
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Net income
(1)
|
$ | 137,670 | $ | 305,567 | $ | 285,078 | ||||||
Weighted-average shares outstanding, basic and diluted
|
141,795,977 | 130,085,398 | 113,857,238 | |||||||||
|
|
|
|
|
|
|||||||
Per share amount, basic and diluted
|
$ | 0.97 | $ | 2.35 | $ | 2.50 | ||||||
|
|
|
|
|
|
(1) |
Represents net income attributable to Blackstone Mortgage Trust.
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Professional services
(1)
|
$ | 7,324 | $ | 5,163 | $ | 4,437 | ||||||
Operating and other costs
(1)
|
4,015 | 3,035 | 2,938 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal
|
11,339 | 8,198 | 7,375 | |||||||||
Non-cash
compensation expenses
|
||||||||||||
Restricted class A common stock earned
|
34,032 | 30,156 | 27,654 | |||||||||
Director stock-based compensation
|
500 | 500 | 500 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal
|
34,532 | 30,656 | 28,154 | |||||||||
|
|
|
|
|
|
|||||||
Total general and administrative expenses
|
$ | 45,871 | $ | 38,854 | $ | 35,529 | ||||||
|
|
|
|
|
|
(1) |
During the years ended December 31, 2020, 2019, and 2018, we recognized an aggregate $1.1 million, $865,000, and $427,000, respectively, of expenses related to our Multifamily Joint Venture.
|
Restricted Class A
Common Stock |
Weighted-Average
Grant Date Fair Value Per Share |
|||||||
Balance as of December 31, 2018
|
1,614,907 | $ | 32.94 | |||||
Granted
|
1,049,647 | 34.69 | ||||||
Vested
|
(948,407 | ) | 32.08 | |||||
Forfeited
|
(17,565 | ) | 31.55 | |||||
|
|
|
|
|||||
Balance as of December 31, 2019
|
1,698,582 | $ | 34.52 | |||||
|
|
|
|
|||||
Granted
|
934,502 | 31.83 | ||||||
Vested
|
(1,004,315 | ) | 34.26 | |||||
Forfeited
|
(879 | ) | 34.57 | |||||
|
|
|
|
|||||
Balance as of December 31, 2020
|
1,627,890 | $ | 33.14 | |||||
|
|
|
|
December 31, 2020
|
December 31, 2019
|
|||||||||||||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | — | $ | 522 | $ | — | $ | 522 | $ | — | $ | 1,079 | $ | — | $ | 1,079 | ||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | — | $ | 58,915 | $ | — | $ | 58,915 | $ | — | $ | 42,263 | $ | — | $ | 42,263 |
December 31, 2020
|
December 31, 2019
|
|||||||||||||||||||||||
Book
Value
|
Face
Amount |
Fair
Value
|
Book
Value
|
Face
Amount |
Fair
Value
|
|||||||||||||||||||
Financial assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 289,970 | $ | 289,970 | $ | 289,970 | $ | 150,090 | $ | 150,090 | $ | 150,090 | ||||||||||||
Loans receivable, net
|
16,399,166 | 16,652,824 | 16,447,192 | 16,164,801 | 16,277,343 | 16,279,904 | ||||||||||||||||||
Debt securities
held-to-maturity
(1)
|
75,722 | 79,200 | 70,127 | 86,638 | 88,958 | 88,305 | ||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||||||
Secured debt agreements, net
|
7,880,536 | 7,896,863 | 7,896,863 | 9,731,426 | 9,753,059 | 9,753,059 | ||||||||||||||||||
Securitized debt obligations, net
|
2,922,499 | 2,940,638 | 2,923,489 | 1,187,084 | 1,189,642 | 1,189,368 | ||||||||||||||||||
Asset-specific debt agreements, net
|
391,269 | 399,699 | 399,699 | 323,504 | 330,879 | 330,879 | ||||||||||||||||||
Secured term loans, net
|
1,041,704 | 1,062,766 | 1,053,060 | 736,142 | 746,878 | 750,769 | ||||||||||||||||||
Convertible notes, net
|
616,389 | 622,500 | 621,568 | 613,071 | 622,500 | 665,900 |
(1) |
Included in other assets on our consolidated balance sheets.
|
December 31,
2020
|
December 31,
2019
|
|||||||
Assets:
|
||||||||
Loans receivable
|
$ | 3,520,130 | $ | 1,349,903 | ||||
Current expected credit loss reserve
|
(13,454 | ) |
|
—
|
|
|||
|
|
|
|
|||||
Loans receivable, net
|
3,506,676 | 1,349,903 | ||||||
Other assets
|
81,274 | 51,788 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 3,587,950 | $ | 1,401,691 | ||||
|
|
|
|
|||||
Liabilities:
|
||||||||
Securitized debt obligations, net
|
$ | 2,922,499 | $ | 1,187,084 | ||||
Other liabilities
|
2,104 | 1,648 | ||||||
|
|
|
|
|||||
Total liabilities
|
$ | 2,924,603 | $ | 1,188,732 | ||||
|
|
|
|
Payment Timing
|
||||||||||||||||||||
Total
Obligation |
Less Than
1 Year |
1 to
3 Years |
3 to
5 Years |
More Than
5 Years |
||||||||||||||||
Principal repayments under secured debt agreements
(1)
|
$ | 7,896,863 | $ | 262,895 | $ | 3,230,648 | $ | 4,193,543 | $ | 209,777 | ||||||||||
Principal repayments under asset-specific debt agreements
(1)
|
399,699 | — | 311,068 | 88,631 | — | |||||||||||||||
Principal repayments of secured term loans
(2)
|
1,062,766 | 10,738 | 21,475 | 21,475 | 1,009,078 | |||||||||||||||
Principal repayments of convertible notes
(3)
|
622,500 | — | 622,500 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
(4)
|
$ | 9,981,828 | $ | 273,633 | $ | 4,185,691 | $ | 4,303,649 | $ | 1,218,855 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
The allocation of repayments under our secured debt agreements and asset-specific debt agreements is based on the earlier of (i) the maturity date of each agreement, 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 8 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 9 for further details on our Convertible Notes.
|
(4) |
Total does not include $2.9 billion of consolidated securitized debt obligations, $656.3 million of
non-consolidated
securitized debt obligations, and $801.8 million of
non-consolidated
senior interests, as the satisfaction of these liabilities will not require cash outlays from us.
|
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
2020
|
||||||||||||||||
Income from loans and other investments, net
|
$ | 100,636 | $ | 107,129 | $ | 114,961 | $ | 109,450 | ||||||||
Net (loss) income
|
$ | (53,283 | ) | $ | 18,505 | $ | 90,769 | $ | 84,423 | |||||||
Net (loss) income attributable to
|
||||||||||||||||
Blackstone Mortgage Trust, Inc.
|
$ | (53,350 | ) | $ | 17,544 | $ | 89,860 | $ | 83,616 | |||||||
Net (loss) income per share of class A common stock:
|
||||||||||||||||
Basic and diluted
|
$ | (0.39 | ) | $ | 0.13 | $ | 0.61 | $ | 0.57 | |||||||
2019
|
||||||||||||||||
Income from loans and other investments, net
|
$ | 106,071 | $ | 106,478 | $ | 101,916 | $ | 109,711 | ||||||||
Net income
|
$ | 76,867 | $ | 75,551 | $ | 75,394 | $ | 79,581 | ||||||||
Net income attributable to
|
||||||||||||||||
Blackstone Mortgage Trust, Inc.
|
$ | 76,565 | $ | 75,174 | $ | 74,897 | $ | 78,931 | ||||||||
Net income per share of class A common stock:
|
||||||||||||||||
Basic and diluted
|
$ | 0.62 | $ | 0.59 | $ | 0.56 | $ | 0.59 |
Type of Loan/Borrower
|
Description / Location
|
Interest Payment Rates
(2)
|
Maximum
Maturity Date
(3)
|
Periodic
Payment Terms
(4)(5)
|
Prior Liens
(6)
|
Face Amount
of Loans |
Carrying
Amount of Loans
(5)(7)
|
|||||||||||||||||||||
Senior Mortgage Loans
(1)
|
|
|||||||||||||||||||||||||||
Senior loans in excess of 3% of the carrying amount of total loans
|
|
|||||||||||||||||||||||||||
Borrower A | Office / Ireland | L+2.50% | 2024 | I/O | $ | — | $ | 1,317,846 | $ | 1,309,443 | ||||||||||||||||||
Borrower B |
Mixed-Use / Spain
|
L+3.15% | 2023 | I/O | — | 993,263 | 990,668 | |||||||||||||||||||||
Borrower C | Office / Northeast | L+2.30% | 2024 | I/O | — | 653,348 | 653,867 | |||||||||||||||||||||
Borrower D | Office / Southeast | L+3.40% | 2023 | I/O | — | 619,194 | 618,766 | |||||||||||||||||||||
Senior loans less than 3% of the carrying amount of total loans
|
|
|||||||||||||||||||||||||||
Senior mortgage loans | Office / Diversified | L+2.40% – 8.50% | 2021 – 2026 | I/O & P/I | — | 6,970,825 | 6,931,306 | |||||||||||||||||||||
Fixed 4.46 % | ||||||||||||||||||||||||||||
Senior mortgage loans | Hospitality / Diversified | L+2.35% – 5.00% | 2021 – 2026 | I/O | — | 2,097,826 | 2,089,177 | |||||||||||||||||||||
Senior mortgage loans |
Mixed-Use / Diversified
|
L+2.50% – 4.10% | 2022 – 2025 | I/O & P/I | — | 1,540,549 | 1,531,806 | |||||||||||||||||||||
Senior mortgage loans | Multifamily / Diversified | L+1.86% – 5.00% | 2021 – 2025 | I/O | — | 1,198,907 | 1,195,218 | |||||||||||||||||||||
Senior mortgage loans | Industrial / Diversified | L+2.60% – 3.55% | 2022 – 2024 | I/O | — | 515,018 | 514,322 | |||||||||||||||||||||
Senior mortgage loans | Other / Diversified | L+3.10% – 5.00% | 2021 – 2026 | I/O & P/I | — | 545,026 | 542,072 | |||||||||||||||||||||
Fixed 5.15 % | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
— | 12,868,151 | 12,803,901 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Total senior mortgage loans
|
|
$ | — | $ | 16,451,802 | $ | 16,376,645 | |||||||||||||||||||||
|
|
|
|
|
|
Type of Loan/Borrower
|
Description / Location
|
Interest Payment Rates
(2)
|
Maximum
Maturity Date
(3)
|
Periodic
Payment Terms
(4)(5)
|
Prior
Liens
(6)
|
Face Amount
of Loans |
Carrying
Amount of Loans
(5)(7)
|
|||||||||||||||||||||
Subordinate Loans
(8)
|
|
|||||||||||||||||||||||||||
Subordinate loans less than 3% of the carrying amount of total loans
|
|
|||||||||||||||||||||||||||
Subordinate loans | Various / Diversified | L+3.12% – 5.25% | 2022 – 2025 | I/O & P/I | 801,796 | 201,022 | 196,070 | |||||||||||||||||||||
Fixed 5.75% | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Total subordinate loans
|
|
801,796 | 201,022 | 196,070 | ||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Total loans
|
|
$ | 801,796 | $ | 16,652,824 | $ | 16,572,715 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
CECL reserve
(9)
|
(173,549 | ) | ||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Total loans, net
|
$ | 16,399,166 | ||||||||||||||||||||||||||
|
|
(1) |
Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu participations in senior mortgage loans.
|
(2) |
The interest payment rates 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.
|
(3) |
Maximum maturity date assumes all extension options are exercised.
|
(4) |
I/O = interest only, P/I = principal and interest.
|
(5) |
As of December 31, 2020, there were no loans with delinquent principal or interest.
|
(6) |
Represents only third party liens.
|
(7) |
The tax basis of the loans included above is $15.2 billion as of December 31, 2020.
|
(8) |
Includes subordinate interests in mortgages and mezzanine loans.
|
(9) |
As of December 31, 2020, we had a total CECL reserve of $173.5 million on our loans receivable, of which an aggregate $69.7 million is specifically related to two of our loans receivable with an aggregate outstanding principal balance of $338.7 million, as of December 31, 2020. This CECL reserve reflects the macroeconomic impact of the
COVID-19
pandemic on commercial real estate markets generally, as well as certain loans assessed for impairment in our portfolio.
|
1.
|
Reconciliation of Mortgage Loans on Real Estate:
|
2020
|
2019
|
2018
|
||||||||||
Balance at January 1,
|
$ | 16,164,801 | $ | 14,191,200 | $ | 10,056,732 | ||||||
Additions during period:
|
||||||||||||
Loan fundings
|
1,896,276 | 6,890,249 | 7,890,051 | |||||||||
Amortization of fees and other items
|
56,279 | 57,415 | 46,864 | |||||||||
Deductions during period:
|
||||||||||||
Loan repayments and sales proceeds
|
(1,862,955 | ) | (4,974,881 | ) | (3,035,383 | ) | ||||||
Loan contributed to securitization
|
— | — | (512,002 | ) | ||||||||
Unrealized gain (loss) on foreign currency translation
|
340,260 | 67,376 | (150,654 | ) | ||||||||
Deferred fees and other items
|
(21,946 | ) | (66,558 | ) | (104,408 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31,
|
$ | 16,572,715 | $ | 16,164,801 | $ | 14,191,200 | ||||||
|
|
|
|
|
|
|||||||
CECL reserve
|
(173,549 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Net balance at December 31,
|
$ | 16,399,166 | $ | 16,164,801 | $ | 14,191,200 | ||||||
|
|
|
|
|
|
Exhibit 4.1
DESCRIPTION OF REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following is a brief description of the securities of Blackstone Mortgage Trust, Inc. (the company we, us, our and Blackstone Mortgage Trust), registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. This description of the terms of our stock does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable provisions of Maryland General Corporation Law, and the full text of our charter and bylaws.
General
Our charter provides that we may issue up to 500,000,000 shares of stock comprising the following:
|
400,000,000 shares of class A common stock, $0.01 par value per share; and |
|
100,000,000 shares of preferred stock, $0.01 par value per share. |
Under Maryland law, our stockholders generally are not liable for our debts or obligations. The class A common stock is listed on the NYSE under the symbol BXMT.
Our charter authorizes our board of directors, without stockholder approval, to:
|
classify and reclassify any unissued shares of our class A common stock and preferred stock into other classes or series of stock; and |
|
amend our charter to increase or decrease the aggregate number of shares of stock of any class or series that may be issued. |
We believe that the power to (i) issue additional shares of our class A common stock or preferred stock, (ii) increase the aggregate number of shares of stock of any class or series that we have the authority to issue and (iii) classify or reclassify unissued shares of our class A common or preferred stock and thereafter to issue the classified or reclassified shares of stock, provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. In addition, under Maryland law, our board of directors may authorize the amendment of our charter to effect a reverse stock split that results in a combination of shares of stock at a ratio of not more than ten shares of stock into one share of stock in any 12-month period. These actions may be taken without stockholder approval, unless stockholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.
Prior to the issuance of shares of each class or series, our board of directors is required by Maryland law and by our charter to set, subject to our charter restrictions on ownership and transfers of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our board of directors could authorize the issuance of shares of common stock or preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control of Blackstone Mortgage Trust that might involve a premium price for holders of our class A common stock or otherwise be in their best interests.
Class A Common Stock
Holders of our class A common stock are entitled to receive dividends when, as and if authorized by our board of directors and declared by us out of assets legally available for the payment of dividends. They are also entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, after payment of, or adequate provision for, all of our known debts and liabilities. These rights are subject to the preferential rights of any other class or series of our stock. All shares of class A common stock have equal dividend and liquidation rights.
Subject to law, the rights of any other class or series of our stock and our charter restrictions on ownership and transfer of our stock, each outstanding share of class A common stock is entitled to one vote on all matters submitted to a vote of the stockholders. There is no cumulative voting in the election of our directors and our directors are elected by a plurality of the votes cast, so the holders of a simple majority of the outstanding class A common stock, voting at a stockholders meeting at which a quorum is present, will have the power to elect all of the directors nominated for election at the meeting. Holders of our class A common stock generally have no exchange, sinking fund, redemption or appraisal rights, except the right to receive fair value in connection with certain control share acquisitions, and have no preemptive rights to subscribe for any of our securities. Because holders of our class A common stock do not have preemptive rights, we may issue additional shares of stock that may reduce each stockholders proportionate voting and financial interest in Blackstone Mortgage Trust. Rights to receive dividends on our class A common stock may be restricted by the terms of any future classified and issued shares of our stock.
Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, convert to another form of entity, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter provides for approval of these matters by a majority of all of the votes entitled to be cast on the matter.
Preferred Stock
Our board of directors has the authority, without further action by the stockholders, to authorize us to issue shares of preferred stock in one or more class or series and to fix the number of shares, dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking funds, and any other rights, preferences, privileges and restrictions applicable to each such series of preferred stock. The issuance of preferred stock could have the effect of making an attempt to gain control of us more difficult by means of a merger, tender offer, proxy contest or otherwise. The preferred stock, if issued, could have a preference on dividend payments that could affect our ability to make dividend distributions to the common stockholders.
Transfer Agent and Registrar
Our transfer agent and registrar is American Stock Transfer & Trust Company, LLC located in Brooklyn, New York.
Certain Provisions of Our Charter and Bylaws and of Maryland Law
REIT Qualification Restrictions on Ownership and Transfer
Our charter contains restrictions on the number of shares of our stock that a person may own. No individual (including certain entities treated as individuals for this purpose) may acquire or hold, directly or indirectly through application of constructive ownership rules, in excess of 9.9% in value or number, whichever is more restrictive, of our outstanding stock or our outstanding class A common stock unless they receive an exemption from our board of directors.
Subject to certain limitations, our board of directors, in its sole discretion, may exempt a person from, or modify, these limits, subject to such terms, conditions, representations and undertakings as it may determine. Our charter provides for, and our board of directors has granted, limited exemptions to certain persons who directly or indirectly own our stock, including directors, officers and stockholders controlled by them or trusts for the benefit of their families.
Our charter further prohibits any person from beneficially or constructively owning shares of our stock that would result in our being closely held under Section 856(h) of the Internal Revenue Code (without regard to whether the ownership interest is held during the last half of the taxable year) or otherwise cause us to fail to qualify as a real estate investment trust, or REIT, for United States federal income tax purposes and any person from transferring shares of our stock if the transfer would result in our stock being owned by fewer than 100 persons. Any person who acquires or attempts or intends to acquire shares of our stock that may violate any of these restrictions, or who is the intended transferee of shares of our stock which are transferred to the trust, as described below, is required to give us immediate written notice, or in the case of a proposed or attempted transaction, give at least 15 days prior written notice, and provide us, at our principal executive office, with such information as we may request in order to determine the effect, if any, of the transfer on our status as a REIT. The above restrictions will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with such restrictions is no longer required for us to qualify as a REIT.
Any attempted transfer of our stock which, if effective, would result in violation of the above limitations, except for a transfer which results in shares being owned by fewer than 100 persons, in which case such transfer will be void and of no force and effect and the intended transferee shall acquire no rights in such shares, will cause the number of shares causing the violation, rounded to the nearest whole share, to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us and the proposed transferee will not acquire any rights in the shares. The automatic transfer will be deemed to be effective as of the close of business on the business day, as defined in our charter, prior to the date of the transfer. Shares of our stock held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares of stock held in the trust, will have no rights to dividends and no rights to vote or other rights attributable to the shares of stock held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiaries. Any dividend or other distribution paid prior to our discovery that shares of stock have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or distribution paid to the trustee will be held in trust for the charitable beneficiaries. Subject to Maryland law, effective as of the date that the shares have been transferred to the trustee, the trustee will have the authority to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiaries. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.
Within 20 days of receiving notice from us that shares of our stock have been transferred to the trust, the trustee will sell the shares to a person designated by the trustee, whose ownership of the shares will not violate the above ownership limitations. Upon the sale, the interest of the charitable beneficiaries in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiaries as follows. The proposed transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust, such as a gift, devise or other similar transaction, the market price, as defined in our charter, of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee from the sale or other disposition of the shares. Any net sale proceeds in excess of the amount payable per share to the proposed transferee will be paid immediately to the charitable beneficiaries. If, prior to our discovery that shares of our stock have been transferred to the trust, the shares are sold by the proposed transferee, then the shares shall be deemed to have been sold on behalf of the trust and, to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive pursuant to the above, the excess shall be paid to the trustee upon demand.
In addition, shares of our stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust, or, in the case of a devise or gift or similar transaction, the market price at the time of the devise or gift or similar transaction and (ii) the market price on the date we, or our designee, accept the offer. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiaries in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee.
If the transfer to the trust as described above is not automatically effective for any reason to prevent violation of the above limitations or our failing to qualify as a REIT, then the transfer of the number of shares that otherwise cause any person to violate the above limitations will be void and the intended transferee shall acquire no rights in such shares.
All certificates, if any, representing shares of our stock issued in the future will bear a legend referring to the restrictions described above.
Every owner of more than such percentage as may from time to time be established by our board of directors, or such lower percentage as required by the Internal Revenue Code or the treasury regulations promulgated thereunder, of our outstanding stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of shares of each class and series of our stock which he or she beneficially owns and a description of the manner in which the shares are held. Each such owner shall provide us with such additional information as we may request in order to determine the effect, if any, of its beneficial ownership on our status as a REIT and to ensure compliance with the aggregate stock ownership limit. In addition, each stockholder shall, upon demand, be required to provide us with such information as we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.
These restrictions on ownership and transfer could delay, defer or prevent a transaction or a change in control that might involve a receipt of a premium price for the class A common stock or otherwise be in the best interest of the stockholders.
Business Combinations
Under Maryland law, certain business combinations between a Maryland corporation and an interested stockholder or any affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder became an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
|
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporations outstanding voting stock; or |
|
an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation. |
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which such person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder or any affiliate of an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or the shares held by any affiliate or associate of the interested stockholder. |
These super-majority vote requirements do not apply if the corporations common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that an interested stockholder becomes an interested stockholder. Our board of directors has exempted any business combination involving a limited liability company indirectly controlled by a trust for the benefit of Samuel Zell and his family. In addition, our board of directors has exempted any business combination involving Huskies Acquisition LLC, or Huskies Acquisition, or its present affiliates or The Blackstone Group Inc., a Delaware corporation, and its subsidiaries, or Blackstone, and its present and future affiliates; provided, however, that Huskies Acquisition or any of its present affiliates and Blackstone and any of its present or future affiliates, may not enter into any business combination with Blackstone Mortgage Trust without the prior approval of at least a majority of the directors of our board of directors who are not affiliates or associates of Huskies Acquisition or Blackstone. As a result of the foregoing exemptions, these persons may enter into business combinations with us without compliance with the five-year prohibition, the super-majority vote requirements or the other provisions of the statute.
Control Share Acquisitions
Maryland law provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to such shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. A control share acquisition means the acquisition of control shares, subject to certain exceptions. Shares owned by the acquiror or by officers or directors of the corporation who are also employees are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:
|
one-tenth or more but less than one-third; |
|
one-third or more but less than a majority; or |
|
a majority or more of all voting power. |
Control shares do not include shares the acquiror is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation.
A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting and delivering an acquiring person statement as described in the Maryland General Corporation Law. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or, if a meeting of stockholders at which the voting rights of the shares are considered and not approved, as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, unless the charter or bylaws provide otherwise. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.
The control share acquisition statute does not apply to shares acquired in a merger, consolidation or statutory share exchange if the corporation is a party to the transaction, or to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting the following persons from this statute: (i) a limited liability company indirectly controlled by a trust for the benefit of Samuel Zell and his family; (ii) W.R. Berkley Corporation and any of its controlled affiliates; and (iii) Huskies Acquisition, or any person or entity that was an affiliate of Huskies Acquisition as of September 27, 2012 or by Blackstone or any of its affiliates.
Maryland Unsolicited Takeovers Act
The Maryland Unsolicited Takeovers Act applies to any Maryland corporation that has a class of equity securities registered under the Exchange Act and at least three independent directors. Pursuant to such act, the board of directors of any Maryland corporation satisfying such requirements, without obtaining stockholder approval and notwithstanding a contrary provision in its charter or bylaws, may elect to:
|
classify the board; |
|
require a two-thirds vote for removing a director; |
|
require that a stockholder requested special meeting need be called only upon the written request of the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting; |
|
require that the number of directors may be fixed only by a vote of the board of directors; and |
|
require that each vacancy on the board of directors, including a vacancy resulting from the removal of a director by the stockholders, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum and any director elected to fill a vacancy will hold office for the full remainder of the term. |
The Maryland Unsolicited Takeovers Act does not limit the power of a corporation to confer on the holders of any class or series of preferred stock the right to elect one or more directors. We currently have more than three independent directors and have a class of equity securities registered under the Exchange Act and therefore our board of directors may elect to provide for any of the foregoing provisions. As of the date hereof, our board of directors has not made any such election. However, through provisions of our charter and bylaws unrelated to the Maryland Unsolicited Takeovers Act, we (a) vest in our board the exclusive power to fix the number of directors and (b) require for a stockholder requested meeting, the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast.
Advance Notice of Director Nominations and New Business
Our bylaws provide that with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by stockholders may be made only:
|
pursuant to our notice of the meeting; |
|
by or at the direction of the board of directors; or |
|
by a stockholder who was a stockholder of record at the record date set by our board of directors for purposes of determining stockholders entitled to vote up to the meeting, at the time of giving of notice and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the advance notice procedures of the bylaws. |
With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of individuals for election to the board of directors at a special meeting may only be made:
|
by or at the direction of the board of directors; |
|
by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with our bylaws and that has supplied the information required by our bylaws about each individual whom the stockholder proposes to nominate for election as a director; or |
|
provided that the meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record at the record date set by our board of directors for purposes of determining stockholders entitled to vote up to the meeting, at the time of giving of notice and at the time of the special meeting and who is entitled to vote at the meeting in the election of each individual so nominated and has complied with the advance notice provisions of the bylaws. |
Limitation of Liability and Indemnification of Directors and Officers
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty which is established by a final judgment and which is material to the cause of action. Our charter contains such a provision which eliminates directors and officers liability to the maximum extent permitted by Maryland law.
Our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate us to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, trustee, member, manager or partner and who is made or are threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The rights to indemnification and advancement of expenses provided by our charter and our bylaws shall vest immediately upon an individuals election as a director or officer. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of the company in any of the capacities described above and any employee or agent of the company or a predecessor of the company.
Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless its established that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporations receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (ii) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
We have entered into indemnification agreements, or the Indemnification Agreements, with each of our directors and officers, each, an Indemnitee. The Indemnification Agreements provide that we will, subject to certain limitations and exceptions, indemnify, to the fullest extent permitted under Maryland law, and advance expenses to, each Indemnitee, in connection with (among other things) the Indemnitees capacity as a director, officer, employee or agent of Blackstone Mortgage Trust. This obligation includes, subject to certain terms and conditions, indemnification for any expenses (including reasonable attorneys fees), judgments, fines, penalties and settlement amounts actually and reasonably incurred by the Indemnitee in connection with any threatened or pending action, suit or proceeding. In certain instances, we may be required to advance such expenses, in which case the Indemnitee will be obligated to reimburse us for the amounts advanced if it is later determined that the Indemnitee is not entitled to indemnification for such expenses. The indemnification provided under the Indemnification Agreements is not exclusive of any other indemnity rights.
Corporate Opportunities
Our charter includes a provision that, among other things, subject to certain exceptions, none of Blackstone or its affiliates, our directors or any person that any of our directors control shall have any duty to refrain from engaging, directly or indirectly, in any business opportunities, including any business opportunities in the same or similar business activities or lines of business in which we or any of our affiliates may from time to time be engaged or propose to engage, or from competing with us.
Exhibit 21.1
Entity |
Jurisdiction of Incorporation |
D/B/A Jurisdiction |
||
345-1 Partners, LLC | Delaware | |||
345-30 Partners, LLC | Delaware | |||
345-40 Partners, LLC | Delaware | |||
345-50 Partners, LLC | Delaware | |||
345-7501 MM, LLC | Delaware | |||
345-JV Partners, LLC | Delaware | |||
345-Lux EUR Partners, LLC | Delaware | |||
345-Lux GBP Partners, LLC | Delaware | |||
42-16 Partners, LLC | Delaware | |||
42-16 CLO Holdco, LLC | Delaware | |||
42-16 CLO L Sell, LLC | Delaware | |||
42-16 CLO (Partnership), LLC | Delaware | |||
42-16 CLO (Sub-REIT), LLC | Delaware | |||
Ambassador AUD Holdings, LLC | Delaware | |||
Ambassador CAD Holdings, LLC | Delaware | |||
Ambassador EUR Holdings, LLC | Delaware | |||
Ambassador GBP Holdings, LLC | Delaware | |||
BXMT 2017-FL1, LLC | Delaware | |||
BXMT 2017-FL1, Ltd. | Cayman Islands | |||
BXMT 2020-FL2, LLC | Delaware | |||
BXMT 2020-FL2, Ltd. | Cayman Islands | |||
BXMT 2020-FL3, LLC | Delaware | |||
BXMT 2020-FL3, Ltd. | Cayman Islands | |||
Canada Office Portfolio Finco 2014, LLC | Delaware | |||
CT Legacy REIT Holdings, LLC | Delaware | |||
De Vere Resorts Finco 2014, LLC | Delaware | |||
Gloss Finco 1, LLC | Delaware | |||
Gloss Finco 2, LLC | Delaware | |||
Gloss Finco 3, LLC | Delaware | |||
Gloss Holdco 1, LLC | Delaware | |||
Gloss Holdco 2, LLC | Delaware | |||
Gloss Noteco 1, LLC | Delaware | |||
Gloss Noteco 2, LLC | Delaware | |||
Husky Finco, LLC | Delaware | |||
Husky AU Finco, LLC | Delaware | |||
Husky CAD Finco, LLC | Delaware | |||
Husky EUR Finco, LLC | Delaware | |||
Husky UK Finco, LLC | Delaware | |||
KK-RR Finco, LLC | Delaware | |||
LO-JR Finco, LLC | Delaware | |||
Magma Finco 12, LLC | Delaware |
Magma Finco 13, LLC | Delaware | |||
Magma Finco 16, LLC | Delaware | |||
Molten Partners, LLC | Delaware | |||
Parlex 1 Finance, LLC | Delaware | |||
Parlex 2 Finance, LLC | Delaware | |||
Parlex 2 CAD Finco, LLC | Delaware | |||
Parlex 2 AU HoldCo, LLC | Delaware | |||
Parlex 2 AU HoldCo II, LLC | Delaware | |||
Parlex 2 AU Sub Trust | Australia | |||
Parlex 2 AU Trust | Australia | |||
Parlex 2 AU Finco, LLC | Delaware | |||
Parlex 2 EUR Finco, LLC | Delaware | |||
Parlex 2 UK Finco, LLC | Delaware | |||
Parlex 2A Finco, LLC | Delaware | |||
Parlex 3 Finance, LLC | Delaware | |||
Parlex 3 AU Finco, LLC | Delaware | |||
Parlex 3 CAD Finco, LLC | Delaware | |||
Parlex 3 EUR Finco, LLC | Delaware | |||
Parlex 3 UK Finco, LLC | Delaware | |||
Parlex 3A Finco, LLC | Delaware | |||
Parlex 3A EUR Finco, LLC | Delaware | |||
Parlex 3A UK Finco, LLC | Delaware | |||
Parlex 4 Finance, LLC | Delaware | |||
Parlex 4 UK Finco, LLC | Delaware | |||
Parlex 5 Finco, LLC | Delaware | |||
Parlex 5 Ken Finco, LLC | Delaware | |||
Parlex 5 Ken CAD Finco, LLC | Delaware | |||
Parlex 5 Ken EUR Finco, LLC | Delaware | |||
Parlex 5 Ken UK Finco, LLC | Delaware | |||
Parlex 5 Ken ONT Finco, LLC | Delaware | |||
Parlex 6 Finco, LLC | Delaware | |||
Parlex 6 EUR Finco, LLC | Delaware | |||
Parlex 6 UK Finco, LLC | Delaware | |||
Parlex 7 Finco, LLC | Delaware | |||
Parlex 8 Finco, LLC | Delaware | |||
Parlex 8 Lux EUR Finco, S.a r.l. | Luxembourg | |||
Parlex 8 Lux EUR Pledgeco, S.a r.l. | Luxembourg | |||
Parlex 9 Finco, LLC | Delaware | |||
Parlex 10 Finco, LLC | Delaware | |||
Parlex 10 Lux EUR Finco, S.a r.l. | Luxembourg | |||
Parlex 10 Lux EUR Pledgeco, S.a r.l. | Luxembourg | |||
Parlex 10 Lux GBP Finco, S.a r.l. | Luxembourg | |||
Parlex 10 Lux GBP Pledgeco, S.a r.l. | Luxembourg |
Parlex 11 Finco, LLC | Delaware | |||
Parlex 14 Finco, LLC | Delaware | |||
Parlex 14 UK Finco, LLC | Delaware | |||
Parlex 14 EUR Finco, LLC | Delaware | |||
Parlex 15 Finco, LLC | Delaware | |||
Parlex 15 Holdco, LLC | Delaware | |||
Parlex 15 AU Finco, LLC | Delaware | |||
Parlex 15 Lux EUR Finco, S.a r.l. | Luxembourg | |||
Parlex 15 Lux EUR Pledgeco, S.a r.l. | Luxembourg | |||
Parlex ONT Partners GP, LLC | Delaware | |||
Parlex ONT Partners, LP | Canada | |||
Q Hotels Finco 2014, LLC | Delaware | |||
SL-JR Finco, LLC | Delaware | |||
Victor Holdings I, LLC | Delaware | |||
WD-BXMT Lending, LLC | Delaware | |||
Wispar 1 Finco, LLC | Delaware | |||
Wispar 2 Finco, LLC | Delaware | |||
Wispar 3 Finco, LLC | Delaware | |||
Wispar 4 Finco, LLC | Delaware |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements on Form S-3 (File No. 333-232852) and on Form S-8 (File Nos. 333-39743-99, 333-144929, 333-179668, 333-189806, 333-212112 and 333-225774) pertaining to (i) the Amended and Restated 1997 Long Term Incentive Stock Plan and Amended and Restated 1997 Non-Employee Director Stock Plan; (ii) 2007 Long-Term Incentive Plan; (iii) the 2011 Long-Term Incentive Plan; (iv) the 2013 Stock Incentive Plan; (v) the 2016 Stock Incentive Plan; and (vi) the 2018 Stock Incentive Plan of our report dated February 10, 2021 relating to the consolidated financial statements and financial statement schedule of Blackstone Mortgage Trust, Inc. and subsidiaries (the Company), and the effectiveness of the Companys internal control over financial reporting, appearing in this Annual Report on Form 10-K of Blackstone Mortgage Trust, Inc. for the year ended December 31, 2020.
/s/ Deloitte & Touche LLP |
New York, NY |
February 10, 2021 |
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 annual report on Form 10-K 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: February 10, 2021
/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 annual report on Form 10-K 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: February 10, 2021
/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 Annual Report of Blackstone Mortgage Trust, Inc. (the Company) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen D. Plavin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Stephen D. Plavin |
Stephen D. Plavin |
Chief Executive Officer |
February 10, 2021 |
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 Annual Report of Blackstone Mortgage Trust, Inc. (the Company) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Anthony F. Marone, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Anthony F. Marone, Jr. |
Anthony F. Marone, Jr. |
Chief Financial Officer |
February 10, 2021 |
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.