Blackstone Mortgage Trust Enters Material Definitive Agreement

TL;DR

BXMT signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On December 10, 2024, Blackstone Mortgage Trust, Inc. entered into a material definitive agreement related to a direct financial obligation. The filing indicates the creation of a financial obligation or an off-balance sheet arrangement for the registrant. Specific details regarding the nature of the agreement and the financial obligation are not fully disclosed in the provided text, but it is classified as a significant event.

Why It Matters

This filing signals a new financial commitment or obligation for Blackstone Mortgage Trust, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new material definitive agreement and financial obligation introduces potential risks related to the terms, performance, and financial impact of this arrangement.

Key Players & Entities

• Blackstone Mortgage Trust, Inc. (company) — Registrant
• December 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — stered Class A common stock, par value $0.01 per share BXMT New York Stock Excha
• $650,000,000 — ans in an aggregate principal amount of $650,000,000 (the "Term B-5 Loans"). The Term B-5 Lo
• $450,000,000 — ed its previously announced offering of $450,000,000 aggregate principal amount of its 7.750

Filing Documents

• d892246d8k.htm (8-K) — 43KB
• d892246dex41.htm (EX-4.1) — 802KB
• d892246dex43.htm (EX-4.3) — 180KB
• d892246dex45.htm (EX-4.5) — 18KB
• d892246dex101.htm (EX-10.1) — 1084KB
• 0001193125-24-275755.txt ( ) — 2749KB
• bxmt-20241210.xsd (EX-101.SCH) — 3KB
• bxmt-20241210_lab.xml (EX-101.LAB) — 18KB
• bxmt-20241210_pre.xml (EX-101.PRE) — 11KB
• d892246d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Blackstone Mortgage Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-14788 94-6181186 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 345 Park Avenue , 24th Floor New York , New York 10154 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 655-0220 Not Applicable (Former Name or Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.01 per share BXMT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. Tenth Amendment to Term Loan Credit Agreement On December 10, 2024, Blackstone Mortgage Trust, Inc. (the "Company"), and certain wholly owned guarantor subsidiaries of the Company party thereto, each entered into a Tenth Amendment (the "Tenth Amendment") to its term loan credit agreement (as amended, including by the Tenth Amendment, the "Term Loan Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "Administrative Agent"). The Tenth Amendment provides for, among other things, additional term loans in an aggregate principal amount of $650,000,000 (the "Term B-5 Loans"). The Term B-5 Loans mature on December 10, 2028 and bear interest at an annual rate equal to, at the Company's option, either (x) 3.75% plus a forward-looking rate based on the secured overnight financing rate ("Term SOFR") or (y) 2.75% plus an alternate base rate (which will be the highest of (i) 0.50% per annum above the greater of the federal funds effective rate and an overnight bank funding rate, (ii) one-month Term SOFR plus 1.00% per annum or (iii) the prime rate), in each case, subject to an interest rate floor equal to 0.50%. The Term B-5 Loans are subject to quarterly amortization equal to 0.25% of the aggregate original principal amount beginning March 31, 2025. The proceeds of the Term B-5 Loans were used to refinance outstanding term loans under the Term Loan Credit Agreement maturing April 23, 2026. The foregoing summary of the Term B-5 Loans is subject to, and qualified in its entirety by, the full text of the Tenth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Indenture and 7.750% Senior Secured Notes due 2029 On December 10, 2024, the Company completed its previously announced offering of $450,000,000 aggregate principal amount of its 7.750% Senior Secured Notes due 2029 (the "Notes") under an indenture, dated as of December 10, 2024 (the "Indenture"), among the Company, certain wholly owned guarantor subsidiaries of the Company party thereto (the "Guarantors"), and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (the "Trustee"). The Notes were issued in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws. The Company intends to use the net proceeds of the offering for general corporate purposes, including paying down existing secured indebtedness.