Blackstone Mortgage Trust, Inc. (NYSE:BXMT) Files An 8-K Other EventsItem 8.01
On March2, 2018, Blackstone Mortgage Trust, Inc. (the “Company”), indirectly through a subsidiary, entered into an agreement (the “Senior Facilities Agreement”) to lend €1.0billion of a total €7.3billion senior term facility (the “Loan”) for the acquisition of a portfolio of Spanish real estate assets and a Spanish real estate management and loan servicing company (the “Portfolio Assets”) by a joint venture between certain private investment funds (the “Funds”) managed by a subsidiary of The Blackstone Group L.P. (“Blackstone”) and Banco Santander S.A. (the “Joint Venture”). The Funds have a 51% ownership interest in the Joint Venture.
The Senior Facilities Agreement was negotiated by the Joint Venture with Morgan Stanley Bank, N.A. and Deutsche Bank AG, London Branch, as the mandated lead arrangers that led the transaction on behalf of themselves and the other lenders party to the agreement (the “Finance Parties”), without the Company’s involvement. Situs Asset Management Limited is the facility agent and security agent for the Finance Parties under the Senior Facilities Agreement. The Company’s minority participation in the Loan (representing a 14% interest), as well as the minority participation of another investment vehicle managed by a Blackstone subsidiary, was made on such market terms.
The Loan will mature on May15, 2023. The Loan will bear interest at the 1-month EURIBOR rate, subject to a zero floor, plus a margin of (1) 3.15% in the first three years after the date of the first borrowing under the Senior Facilities Agreement and (2) 3.25% in the fourth and fifth year after the date of the first borrowing under the Senior Facilities Agreement, in each case subject to increases in certain circumstances. The Company will also receive an arrangement fee equal to 0.80% of the principal amount of the Loan borrowed on the initial utilization date. On each interest payment date, there are certain cash sweeps that will result in a minimum of 70% of net income and net sales and resolution proceeds (after reserves and expenses) being applied to prepayment of outstanding principal amounts under the Loan.
The Loan will be secured by a share pledge of each borrower and guarantor under the Senior Facilities Agreement and security over each of their bank accounts and intra-group receivables. The Company will forgo all non-economic rights (including voting rights) in respect of the Loan so long as Blackstone-managed investment vehicles control the Joint Venture. As has been previously disclosed, the Company is externally managed by BXMT Advisors L.L.C., a subsidiary of Blackstone, and Blackstone and its affiliates own approximately 5% of the Company’s outstanding class A common stock.
Simultaneously with the execution of the Senior Facilities Agreement, the Company received a commitment for €800million of term matched financing for its investment in the Loan.
The closing of the Loan transactions are subject to certain customary terms and conditions and are expected to close in the first quarter of 2018.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current views with respect to, among other things, the loan transaction described herein. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The Company believes these factors include but are not limited to those described under the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December31, 2017, as such factors may be updated from time to time in its periodic filings with the Securities and Exchange Commission (“SEC”) which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the filings. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events or circumstances.
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.