Blackstone Mortgage Trust, Inc. (NYSE:BXMT) Files An 8-K Entry into a Material Definitive Agreement

Blackstone Mortgage Trust, Inc. (NYSE:BXMT) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement.

On May5, 2017, Blackstone Mortgage Trust, Inc. (the Company)
completed its registered underwritten public offering of
$250.0million aggregate principal amount of its 4.375%
Convertible Senior Notes due 2022 (the Notes) to an underwriting
agreement, dated May1, 2017, among the Company, BXMT Advisors
L.L.C. and Citigroup Global Markets Inc. and Morgan Stanley Co.
LLC, as representatives of the several underwriters named in
Schedule II thereto (the Underwriters). to the terms of the
underwriting agreement, the Company also granted the Underwriters
a 30-day option to purchase up to an additional $37.5million
aggregate principal amount of the Notes solely to cover
overallotments, if any. The Notes were sold to the Companys
effective shelf registration statement on Form S-3ASR (File
No.333-212769) filed on July29, 2016 and the related prospectus
dated July29, 2016, as supplemented by a prospectus supplement
dated May1, 2017.

Indenture and Notes

The Notes are governed by the Indenture, dated as of November25,
2013 (the Base Indenture) between the Company and The Bank of New
York Mellon Trust Company N.A., as trustee (the Trustee), as
supplemented by the second supplemental indenture, dated as of
May5, 2017, between the Company and the Trustee (the Supplemental
Indenture and, together with the Base Indenture, the Indenture).

The Notes pay interest semi-annually on May1 and November1,
commencing on November1, 2017, at a rate of 4.375%per year, and
mature on May5, 2022, unless earlier converted or purchased by
the Company. The Notes are the Companys senior unsecured
obligations that rank equally in right of payment with all of the
Companys existing and future unsecured and unsubordinated
indebtedness, including the Companys 5.25% Convertible Senior
Notes due 2018, senior in right of payment to any of the Companys
future indebtedness that is expressly subordinated in right of
payment to the Notes, effectively junior to any of the Companys
existing and future secured indebtedness to the extent of the
value of the assets securing such indebtedness, and structurally
subordinated to all existing and future indebtedness (including
trade payables) and preferred equity of the Companys subsidiaries
as well as any of the Companys existing or future indebtedness
that may be guaranteed by any of its subsidiaries (to the extent
of any such guarantee).

At any time prior to 5:00 p.m., New York City time, on the
business day immediately preceding February1, 2022, the Notes
will be convertible at the option of the holder only upon the
specified events and during the specified periods set forth in
the following paragraph. Thereafter, the Notes will be
convertible at the option of the holder at any time until 5:00
p.m., New York City time, on the second scheduled trading day
immediately preceding the maturity date. The Notes will initially
be convertible at a conversion rate of 28.0324 shares of the
Companys class A common stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately $35.67 per share of class A common stock. The
conversion rate is subject to adjustment upon certain events.
Upon conversion, the Companys conversion obligation will be
satisfied in cash, shares of class A common stock or a
combination thereof (subject to the Companys right to deliver
cash in lieu of all or a portion of such shares, based upon a
Daily Conversion Value (as defined in the Indenture) calculated
for each VWAP Trading Day (as defined in the Indenture) in the
applicable 25 VWAP Trading Day Observation Period (as defined in
the Indenture)).

Prior to 5:00 p.m., New York City time, on the business day
immediately preceding February1, 2022, the Notes will be
convertible at the option of the holder only under the following
circumstances:

(i) during any calendar quarter commencing after June30, 2017
(and only during such calendar quarter), if the last reported
sale price of the Companys class A common stock for at least 20
trading days (whether or not consecutive) during the period of 30
consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter is greater than or equal
to 110% of the applicable conversion price on each applicable
trading day;

(ii) during the five consecutive business day period after any
five consecutive trading day period, or the measurement period,
in which the Trading Price (as defined in the Indenture) per
$1,000 principal amount of notes for each trading day of such
measurement period was less than 98% of the product of the last
reported sale price of the Companys class A common stock and the
applicable conversion rate on each such trading day; or

(iii) upon the occurrence of specified corporate events.

Upon a Fundamental Change (as defined in the Indenture), holders
may require the Company to purchase the Notes in whole or in part
for cash at a price equal to 50% of the principal amount of the
Notes to be purchased, plus any accrued and unpaid interest to,
but not including, the fundamental change purchase date. In
addition, upon a Make-Whole Fundamental Change (as defined in the
Indenture), the Company will, under certain circumstances,
increase the applicable conversion rate for a holder that elects
to convert its Notes in connection with such Make-Whole
Fundamental Change.

The Indenture provides that the following are events of default
under the Indenture: (a)failure to pay the principal of any Note
(including the fundamental change purchase price) when due and
payable on the maturity date, upon required repurchase, upon
declaration of acceleration or otherwise; (b)failure to pay
interest when due and such failure continues for 30 days;
(c)failure to observe or perform any other covenant contained in
the Notes or the Indenture and such failure continues for 60 days
after the Company receives written notice from the Trustee or
holders of at least 25% of the aggregate principal amount of the
Notes; (d)failure by the Company to comply with its obligation to
convert the Notes into the amount of cash or the combination of
cash and shares of class A common stock, if any, in accordance
with the Indenture upon exercise of a holders conversion right
and that failure continues for five business days; (e)failure by
the Company to comply with its obligations regarding a
consolidation, merger or sale; (f)failure by the Company to issue
certain notices when due; (g)failure by the Company to pay beyond
any applicable grace period, or the acceleration of indebtedness
of the Company or any of its subsidiaries in an aggregate amount
greater than $50.0million (or its foreign currency equivalent at
the time); and (h)certain events of bankruptcy, insolvency or
reorganization involving the Company.

If certain bankruptcy and insolvency-related events of defaults
with respect to the Company occur, the principal of, and accrued
and unpaid interest on, all of the then outstanding Notes will
automatically become due and payable. If an event of default
other than certain bankruptcy and insolvency-related events of
defaults with respect to the Company occurs and is continuing,
the Trustee by notice to the Company or the holders of the Notes
of at least 25% in principal amount of the outstanding Notes by
notice to the Company and the Trustee, may declare the principal
of, and accrued and unpaid interest on, all of the then
outstanding Notes to be due and payable. Notwithstanding the
foregoing, the Indenture provides that, to the extent the Company
elects, the sole remedy for an event of default relating to
certain failures by the Company to comply with reporting
covenants in the Indenture consists exclusively of the right to
receive additional interest on the Notes.

The foregoing summary description of the material terms of the
Base Indenture and the Supplemental Indenture is qualified in its
entirety by reference to the Base Indenture, a copy of which has
been filed as Exhibit 4.1 to the Companys Current Report on
Form8-K (File
No.001-14788) filed with the Securities and Exchange Commission
(the Commission) on November25, 2013, and the Supplemental
Indenture, a copy of which is attached hereto as Exhibit 4.2
(which includes the form of 4.375% Convertible Senior Notes due
2022 filed as Exhibit 4.3), each of which is incorporated herein
by reference.

Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

The information
set forth in Item1.01 is incorporated by reference into this
Item2.03.

Item9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1 Underwriting Agreement, dated May1, 2017, among the Company,
BXMT Advisors L.L.C. and Citigroup Global Markets Inc. and
Morgan Stanley Co. LLC, as representatives of the several
underwriters named in Schedule II thereto.
4.1 Indenture, dated November25, 2013, between the Company and
The Bank of New York Mellon Trust Company, N.A., as trustee
(filed as Exhibit 4.1 to the Companys Current Report on Form
8-K (File No.001-14788) filed with the Commission on
November25, 2013 and incorporated herein by reference).
4.2 Second Supplemental Indenture, dated May5, 2017, between the
Company and The Bank of New York Mellon Trust Company, N.A.,
as trustee.
4.3 Form of 4.375% Convertible Senior Notes due 2022 (included as
Exhibit A in Exhibit 4.2).
5.1 Opinion of Venable LLP.
5.2 Opinion of Simpson Thacher Bartlett LLP.
8.1 Opinion of Simpson Thacher Bartlett LLP as to certain United
States federal income tax matters.
12.1 Statement of computation of ratio of earnings to combined
fixed charges and preferred stock dividends.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
23.2 Consent of Simpson Thacher Bartlett LLP (included in Exhibit
5.2).
23.3 Consent of Simpson Thacher Bartlett LLP (included in Exhibit
8.1).


About Blackstone Mortgage Trust, Inc. (NYSE:BXMT)

Blackstone Mortgage Trust, Inc. is a holding company, which conducts its operations as a real estate investment trust. The Company is a real estate finance company that originates and purchases senior loans collateralized by properties in North America and Europe. Its business is focused on originating or acquiring senior, floating rate mortgage loans that are secured by a first priority mortgage on commercial real estate assets primarily in the office, lodging, residential, retail, industrial and healthcare sectors in North America and Europe. These investments may be in the form of whole loans or may also include pari passu participations within mortgage loans. The Company manages its business through CT Legacy Portfolio, which consists of interests in CT Legacy Partners, LLC and CT Opportunity Partners I, LP. It originates and acquires fixed rate loans and subordinate loans, including subordinate mortgage interests and mezzanine loans. The Company’s manager is BXMT Advisors L.L.C.

Blackstone Mortgage Trust, Inc. (NYSE:BXMT) Recent Trading Information

Blackstone Mortgage Trust, Inc. (NYSE:BXMT) closed its last trading session up +0.26 at 30.50 with 1,172,639 shares trading hands.

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