4 unchanged sentences
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
−Removed: Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed
−Removed: or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the Exchange Act) that occurred during the our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the Exchange Act) that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
63 unchanged sentences
1 to Purchase and Sale Agreement, dated July 21, 2021, by and between Blackstone Mortgage Trust, Inc.
−Removed: (formerly known as Capital Trust, Inc.) and Huskies Acquisition LLC
−Removed: 3.1.a Articles of Amendment and Restatement (filed as Exhibit 3.1.a to the Registrant’s Current Report on Form 8-K (File No.
+Added: (formerly known as Capital Trust, Inc.) and Huskies Acquisition LLC (filed as Exhibit 2.2 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 1-14788) filed on February 9, 2022 and incorporated herein by reference)
+Added: Articles of Amendment and Restatement (filed as Exhibit 3.1.a to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on April 2, 2003 and incorporated herein by reference)
−Removed: 3.1.b Certificate of Notice (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: Certificate of Notice (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on February 27, 2007 and incorporated herein by reference)
−Removed: 3.1.c Articles Supplementary for Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: Articles Supplementary for Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on March 3, 2011 and incorporated herein by reference)
−Removed: 3.1.d Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on December 21, 2012 and incorporated herein by reference)
−Removed: 3.1.e Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on May 7, 2013 and incorporated herein by reference)
−Removed: 3.1.f Articles Supplementary (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: Articles Supplementary (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on May 29, 2013 and incorporated herein by reference)
−Removed: 3.1.g Articles of Amendment, dated April 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on April 13, 2015 and incorporated herein by reference)
−Removed: 3.1.h Articles of Amendment dated June 8, 2020 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2020 and incorporated herein by reference)
−Removed: 3.2 Fifth Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc.
−Removed: (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: Articles of Amendment, dated April 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
1-14788) filed on April 13, 2015 and incorporated herein by reference)
+Added: Articles of Amendment dated June 8, 2020 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2020 and incorporated herein by reference)
+Added: Sixth Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc.
+Added: (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 1-14788) filed on October 21, 2022 and incorporated herein by reference
Description of Securities of Blackstone Mortgage Trust, Inc.
−Removed: (filed as Exhibit 4.1 to the Registrant's Annual Report on Form 10-K (file No.
−Removed: 1-14788) filed on February 10, 2021 and incorporated herein by reference)
Indenture, dated as of November 25, 2013, between Blackstone Mortgage Trust, Inc.
9 unchanged sentences
Form of 4.75% Convertible Senior Notes due 2023 (included as Exhibit A in Exhibit 4.5)
+Added: Fourth Supplemental Indenture, dated March 29, 2022, between Blackstone Mortgage Trust, Inc.
+Added: and The Bank of New York Mellon Trust Company, N.A., as trustee.
+Added: (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.
+Added: 1-14788) filed on March 29, 2022 and incorporated herein by reference)
+Added: Form of 5.50% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.7)
Indenture, dated October 5, 2021, among Blackstone Mortgage Trust, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
17 unchanged sentences
1-14788) filed on December 21, 2012 and incorporated herein by reference)
−Removed: 10.4 + Capital Trust, Inc.
−Removed: Amended and Restated 1997 Non-Employee Director Stock Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on January 29, 1999 and incorporated herein by reference)
−Removed: 10.5 + Capital Trust, Inc.
−Removed: 2007 Long-Term Incentive Plan (the “2007 Plan”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on June 12, 2007 and incorporated herein by reference)
−Removed: 10.6 + 2007 Amendment to the 2007 Plan (filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 1-14788) filed on March 5, 2008 and incorporated herein by reference)
−Removed: 10.7 + Capital Trust, Inc.
−Removed: 2011 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on June 28, 2011 and incorporated herein by reference)
−Removed: 10.8 + Blackstone Mortgage Trust, Inc.
−Removed: 2013 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on July 1, 2013 and incorporated herein by reference)
−Removed: 10.9 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2013 Stock Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on October 29, 2013 and incorporated herein by reference)
−Removed: 10.10 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2013 Stock Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on October 28, 2014 and incorporated herein by reference)
−Removed: 10.11 + Blackstone Mortgage Trust, Inc.
−Removed: 2013 Manager Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 1-14788) filed on July 1, 2013 and incorporated herein by reference)
−Removed: 10.12 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2013 Manager Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on October 29, 2013 and incorporated herein by reference)
−Removed: 10.13 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2013 Manager Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on October 28, 2014 and incorporated herein by reference)
+Added: Amended and Restated Registration Rights Agreement, dated May 6, 2013, by and among Blackstone Mortgage Trust, Inc., Blackstone Holdings III L.P.
+Added: and BREDS/CT Advisors L.L.C.
+Added: (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on May 6, 2013 and incorporated herein by reference)
Blackstone Mortgage Trust, Inc.
10 unchanged sentences
1-14788) filed on February 11, 2020 and incorporated herein by reference)
+Added: Form of Non-Employee Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc.
+Added: 2018 Stock Incentive Plan (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (filed No.
+Added: 1-14788) filed on July 27, 2022 and incorporated herein by reference).
Blackstone Mortgage Trust, Inc.
1 unchanged sentence
1-14788) filed on June 17, 2022 and incorporated herein by reference)
−Removed: 10.19 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2018 Stock Incentive Plan (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 1-14788) filed on February 11, 2020 and incorporated herein by reference)
Blackstone Mortgage Trust, Inc.
1 unchanged sentence
1-14788) filed on June 17, 2022 and incorporated herein by reference)
−Removed: 10.21 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc.
−Removed: 2018 Manager Incentive Plan (filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 1-14788) filed on February 11, 2020 and incorporated herein by reference)
+Added: Form of Non-Employee Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc.
+Added: Stock Incentive Plan (filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on July 27, 2022 and incorporated herein by reference
+Added: Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc.
+Added: Stock Incentive Plan (filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on July 27, 2022 and incorporated herein by reference
+Added: Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc.
+Added: Manager Incentive Plan (filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on July 27, 2022 and incorporate herein by reference
Form of Indemnification Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
7 unchanged sentences
Second Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 24, 2021, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC and Citibank, N.A.
+Added: (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 1-14788) filed on February 9, 2022 and incorporated herein by reference)
+Added: Third Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of May 25, 2022, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC and Citibank, N.A.
+Added: (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-4788) filed on July 27, 2022 and incorporated herein by reference)
Limited Guaranty, dated as of June 12, 2013, made by Blackstone Mortgage Trust, Inc.
52 unchanged sentences
7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on April 25, 2017 and incorporated herein by reference)
+Added: 1-14788) filed on April 25, 2017 and incorporated herein by referenc
Amendment No.
16 unchanged sentences
1-14788) filed on April 28, 2021 and incorporated herein by reference)
−Removed: 10.48 Fourth Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken ONT Finco, LLC, Parlex 5 Ken EUR Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on July 26, 2016 and incorporated herein by reference)
Amendment No.
−Removed: 1 to Fourth Amended and Restated Master Repurchase and Securities Contract and Fourth Amended and Restated Fee and Pricing Letter, dated as of May 8, 2017 by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken ONT Finco, LLC Parlex 5 Ken EUR Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 14 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on April 27, 2022 and incorporated herein by reference)
+Added: Amendment No.
+Added: 15 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 29, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
1-14788) filed on July 27, 2022 and incorporated herein by reference)
5 unchanged sentences
1-14788) filed on July 26, 2016 and incorporated herein by reference)
−Removed: 10.52 Second Amended and Restated Master Repurchase Agreement, dated as of December 16, 2019, by and among Parlex 15 Finco, LLC and Deutsche Bank AG, Cayman Islands Branch (filed as Exhibit 10.67 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 1-14788) filed on February 11, 2020 and incorporated herein by reference)
−Removed: 10.53 Member Guaranty, made as of December 16, 2019, by Parlex 15 Holdco, LLC for the benefit of Deutsche Bank AG, Cayman Islands Branch (filed as Exhibit 10.68 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 1-14788) filed on February 11, 2020 and incorporated herein by reference)
−Removed: 10.54 Senior Facilities Agreement, dated March 2, 2018, between Project Quasar Pledgeco S.L.U., Bank of America Merrill Lynch International Limited, Deutsche Bank AG, London Branch, J.P.
−Removed: Morgan Securities PLC, Morgan Stanley Bank, N.A., Morgan Stanley Principal Funding, Inc., Parlex 15 Lux Eur Finco, S.À.R.L., The Royal Bank of Scotland PLC, SOF Investments S.À.R.L.
−Removed: and Situs Asset Management Limited (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file No.
−Removed: 1-14788) filed on April 24, 2018 and incorporated herein by reference)
−Removed: 10.55 Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019, by and among Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A Eur Finco, LLC and Barclays Bank plc.
−Removed: (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No.
−Removed: 1-14788) filed on July 23, 2019 and incorporated herein by reference)
−Removed: 10.56 First Amendment, dated August 25, 2020, to Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019, by and among Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A Eur Finco, LLC and Barclays Bank plc.
−Removed: (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No.
−Removed: 1-14788) filed on October 29, 2020 and incorporated herein by reference)
−Removed: 10.57 Second Amendment, dated March 19, 2021, to Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019, by and among Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A Eur Finco, LLC, Parlex 3A Sek Finco, LLC and Barclays Bank plc (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file No.
−Removed: 1-14788) filed on April 28, 2021 and incorporated herein by reference)
−Removed: 10.58 Amended and Restated Guaranty, dated as of June 19, 2019, made by Blackstone Mortgage Trust, Inc.
−Removed: for the benefit of Barclays Bank plc (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file No.
−Removed: 1-14788) filed on July 23, 2019 and incorporated herein by reference)
−Removed: 10.59 Amended and Restated Registration Rights Agreement, dated May 6, 2013, by and among Blackstone Mortgage Trust, Inc., Blackstone Holdings III L.P.
−Removed: and BREDS/CT Advisors L.L.C.
−Removed: (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-14788) filed on May 6, 2013 and incorporated herein by reference)
Term Loan Credit Agreement, dated as of April 23, 2019, among Blackstone Mortgage Trust, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JP Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank Plc, Deutsche Bank Securities Inc.
11 unchanged sentences
1-14788) filed on July 28, 2021 and incorporated herein by reference)
+Added: Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, by and among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file No.
+Added: 1-14788) filed on July 27, 2022 and incorporated herein by reference)
+Added: Seventh Amendment to Term Loan Credit Agreement, dated as of November 4, 2022, by and among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent
Loan Guaranty, entered into as of April 23, 2019, by and among the subsidiary guarantors and other persons from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
2 unchanged sentences
1-14788) filed on July 29, 2020 and incorporated herein by reference)
−Removed: 10.68 Master Repurchase Agreement, dated as of May 14, 2021, by and among Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company, Parlex 8 EUR IE Issuer Designated Activity Company, Banco Santander, S.A., Parlex 8 Finco, LLC, Parlex 8 GBP Finco, LLC and Parlex 8 EUR Finco, LLC (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: Master Repurchase Agreement, dated as of February 11, 2022, by and between Parlex 18 Finco, LLC and MUFG Bank, Ltd., New York Branch (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on April 27, 2022 and incorporated herein by reference)
+Added: First Amendment to Master Repurchase Agreement, dated as of December 6, 2022, by and between Parlex 18 Finco, LLC and MUFG Bank, New York Branch
+Added: Guaranty, dated as of February 11, 2022, made by Blackstone Mortgage Trust, Inc., in favor of MUFG Bank, Ltd., New York Branch (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on October 26, 2022 and incorporated herein by reference)
+Added: Master Repurchase Agreement, dated as of May 31, 2022, by and between Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, Gloss Finco 1, LLC and Barclays Bank PLC (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
1-14788) filed on July 27, 2022 and incorporated herein by reference
−Removed: 10.69 Guaranty, dated as of May 14, 2021, made by Blackstone Mortgage Trust, Inc., for the benefit of Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: First Amendment to Master Repurchase Agreement, dated as of August 22, 2022, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 1-14788) filed on October 26, 2022 and incorporated herein by reference)
+Added: Second Amendment to Master Repurchase Agreement, dated as of December 23, 2022, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC
+Added: Guaranty, dated as of May 31, 2021, made by Blackstone Mortgage Trust, Inc., for the benefit of Parlex 3 USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company and Parlex 3A SEK IE Issuer Designated Activity Company (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No.
1-14788) filed on July 27, 2022 and incorporated herein by reference)
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
−Removed: 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
−Removed: 101.SCH ++ Inline XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL ++ Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.LAB ++ Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: 101.PRE ++ Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 101.DEF ++ Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 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
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
24 unchanged sentences
Chief Financial Officer
−Removed: (Principal Financial Officer and
−Removed: Principal Accounting Officer)
+Added: (Principal Financial Officer
+Added: and Principal Accounting Officer)
February 8, 2023 /s/ Leonard W.
4 unchanged sentences
Dobrowski, Director
−Removed: February 9, 2022 /s/ Martin L.
−Removed: Date Martin L.
−Removed: Edelman, Director
February 8, 2023 /s/ Nnenna J.
4 unchanged sentences
Nassau, Director
+Added: February 8, 2023 /s/ Gilda Perez-Alvarado
+Added: Date Gilda Perez-Alvarado, Director
February 8, 2023 /s/ Jonathan L.
24 unchanged sentences
Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for credit losses in the year ended December 31, 2020 due to adoption of Accounting Standard Update, or ASU, 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326).”
Basis for Opinions
14 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
−Removed: that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
17 unchanged sentences
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.
−Removed: • 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.
+Added: • We evaluated the appropriateness and consistency of the methods and assumptions used by management to develop the adjustments and assessed macro-economic and industry trends.
• We tested the accuracy and completeness of quantitative data used by management to develop the adjustments to account for current and future economic conditions.
31 unchanged sentences
Asset-specific debt, net 942,503 393,824
+Added: Loan participations sold, net 224,232 —
Term loans, net 2,114,549 1,327,406
30 unchanged sentences
Total other expenses 162,485 131,635 123,787
−Removed: Decrease (increase) in current expected credit loss reserve 39,864 ( 167,653 ) —
+Added: (Increase) decrease in current expected credit loss reserve ( 211,505 ) 39,864 ( 167,653 )
Income before income taxes 254,060 422,696 140,737
−Removed: Income tax provision (benefit) 423 323 ( 506 )
+Added: Income tax provision 3,003 423 323
Net income 251,057 422,273 140,414
11 unchanged sentences
Net income $ 251,057 $ 422,273 $ 140,414
−Removed: Other comprehensive (loss) income
+Added: Other comprehensive income (loss)
Unrealized (loss) gain on foreign currency translation ( 171,652 ) ( 84,470 ) 87,113
Realized and unrealized gain (loss) on derivative financial instruments 173,366 81,608 ( 59,710 )
−Removed: Other comprehensive (loss) income ( 2,862 ) 27,403 17,989
+Added: Other comprehensive income (loss) 1,714 ( 2,862 ) 27,403
Comprehensive income 252,771 419,411 167,817
4 unchanged sentences
Blackstone Mortgage Trust, Inc.
−Removed: Consolidated Statements of Changes in Equity
−Removed: (in thousands)
+Added: Consolidated Statements of Changes in Equity (in thousands)
Blackstone Mortgage Trust, Inc.
6 unchanged sentences
Balance at December 31, 2019 $ 1,350 $ 4,370,014 $ ( 16,233 ) $ ( 592,548 ) $ 3,762,583 $ 22,098 $ 3,784,681
−Removed: $ 1,234 $ 3,966,540 $ ( 34,222 ) $ ( 569,428 ) $ 3,364,124 $ 10,483 $ 3,374,607
+Added: 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
9 unchanged sentences
Balance at December 31, 2020 $ 1,468 $ 4,702,713 $ 11,170 $ ( 829,284 ) $ 3,886,067 $ 18,164 $ 3,904,231
−Removed: $ 1,350 $ 4,370,014 $ ( 16,233 ) $ ( 592,548 ) $ 3,762,583 $ 22,098 $ 3,784,681
−Removed: Adoption of ASU 2016-13 — — — ( 17,565 ) ( 17,565 ) ( 85 ) ( 17,650 )
Shares of class A common stock issued, net 214 637,802 — — 638,016 — 638,016
9 unchanged sentences
Balance at December 31, 2021 $ 1,682 $ 5,373,029 $ 8,308 $ ( 794,832 ) $ 4,588,187 $ 30,524 $ 4,618,711
+Added: Adoption of ASU 2020-06, See Note 2
— ( 2,431 ) — 1,954 ( 477 ) — ( 477 )
10 unchanged sentences
Balance at December 31, 2022 $ 1,717 $ 5,475,804 $ 10,022 $ ( 968,749 ) $ 4,518,794 $ 25,406 $ 4,544,200
−Removed: $ 1,682 $ 5,373,029 $ 8,308 $ ( 794,832 ) $ 4,588,187 $ 30,524 $ 4,618,711
See accompanying notes to consolidated financial statements.
10 unchanged sentences
Amortization of deferred fees on loans and debt securities ( 81,748 ) ( 68,905 ) ( 56,844 )
−Removed: Amortization of deferred financing costs and premiums/ discount on debt obligations 41,002 37,403 32,195
−Removed: (Decrease) increase in current expected credit loss reserve ( 39,864 ) 167,653 —
−Removed: Unrealized (gain) loss on assets denominated in foreign currencies, net ( 6,866 ) ( 3,366 ) 881
−Removed: Unrealized (gain) loss on derivative financial instruments, net ( 3,934 ) ( 867 ) ( 1,071 )
−Removed: Realized loss (gain) on derivative financial instruments, net 3,890 1,364 11
+Added: Amortization of deferred financing costs and premiums/discounts on debt obligations 50,020 41,002 37,403
+Added: Increase (decrease) in current expected credit loss reserve 211,505 ( 39,864 ) 167,653
+Added: Unrealized gain on assets denominated in foreign currencies, net ( 31 ) ( 6,866 ) ( 3,366 )
+Added: Unrealized gain on derivative financial instruments, net ( 4,339 ) ( 3,934 ) ( 867 )
+Added: Realized (gain) loss on derivative financial instruments, net ( 15,609 ) 3,890 1,364
Changes in assets and liabilities, net
25 unchanged sentences
Proceeds from sale of loan participations 245,278 — —
−Removed: Repayment of loan participations — — ( 115,874 )
Net proceeds from issuance of term loans 807,750 298,500 315,438
Repayments of term loans ( 17,053 ) ( 13,495 ) ( 9,113 )
+Added: Net proceeds from issuance of convertible notes 294,000 — —
+Added: Repayment of convertible notes ( 402,500 ) — —
Proceeds from issuance of senior secured notes — 400,000 —
5 unchanged sentences
Net cash provided by (used in) financing activities 2,607,224 5,508,224 ( 110,769 )
−Removed: Net increase in cash and cash equivalents 263,246 137,587 45,441
−Removed: Cash and cash equivalents at beginning of year 289,970 150,090 105,662
−Removed: Effects of currency translation on cash and cash equivalents ( 2,062 ) 2,293 ( 1,013 )
−Removed: Cash and cash equivalents at end of year $ 551,154 $ 289,970 $ 150,090
+Added: Net (decrease) increase in cash, cash equivalents, and restricted cash ( 249,486 ) 263,246 137,587
+Added: Cash, cash equivalents, and restricted cash at beginning of year 551,154 289,970 150,090
+Added: Effects of currency translation on cash, cash equivalents, and restricted cash ( 10,328 ) ( 2,062 ) 2,293
+Added: Cash, cash equivalents, and restricted cash at end of year $ 291,340 $ 551,154 $ 289,970
Supplemental disclosure of cash flows information
Payments of interest $ ( 608,259 ) $ ( 287,715 ) $ ( 312,093 )
−Removed: Receipts (payments) of income taxes $ 73 $ ( 232 ) $ 109
+Added: (Payments) refunds of income taxes $ ( 676 ) $ 73 $ ( 232 )
Supplemental disclosure of non-cash investing and financing activities
5 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc.
−Removed: and its subsidiaries unless the context specifically requires otherwise.
+Added: References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.
Blackstone Mortgage Trust is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia.
3 unchanged sentences
We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154.
−Removed: We were incorporated in Maryland in 1998, when we reorganized from a California common law business trust into a Maryland corporation.
We conduct our operations as a REIT for U.S.
8 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: Certain reclassifications have been made in the presentation of the prior period statements of changes in equity, statements of cash flows, and loans receivable in Note 3 to conform to the current period presentation.
Principles of Consolidation
3 unchanged sentences
The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.
−Removed: In the third quarter of 2018, we contributed a loan to a single asset securitization vehicle, or the 2018 Single Asset Securitization, which is a VIE, and invested in the related subordinate position.
−Removed: We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly affect the VIE’s economic performance and, therefore, do not consolidate the 2018 Single Asset Securitization on our balance sheet.
−Removed: We have classified the subordinate position we own as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets.
+Added: In 2018, we contributed a loan to a single asset securitization vehicle, or the 2018 Single Asset Securitization, which is a VIE, and invested in the related subordinate position.
+Added: We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet.
+Added: We classified the subordinate position we owned as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets.
+Added: During the year ended December 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.
Refer to Note 18 for additional discussion of our VIEs.
−Removed: In April 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc.
+Added: In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc.
to originate, hold, and finance multifamily bridge loans.
2 unchanged sentences
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are owned by Walker & Dunlop.
−Removed: A portion of our
+Added: A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
−Removed: Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: As the novel coronavirus, or COVID-19, pandemic has evolved from its emergence in early 2020, so has its global impact.
−Removed: During the year ended December 31, 2021, many countries have re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants.
−Removed: Governments and businesses have also instituted vaccine mandates and testing requirements for employees.
−Removed: While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans.
−Removed: Moreover, with the potential for new strains of COVID-19 to emerge, governments and businesses may re-impose aggressive measures to help slow its spread in the future.
−Removed: For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess.
−Removed: We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2021, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of December 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19.
Actual results may ultimately differ materially from those estimates.
2 unchanged sentences
Recognition of fees, premiums, and discounts associated with these investments is deferred and recorded over the term of the loan or debt security as an adjustment to yield.
−Removed: Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of our Manager, recovery of income and principal becomes doubtful.
+Added: Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful.
Interest received is then recorded as a reduction in the outstanding principal balance until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.
5 unchanged sentences
We have not experienced, and do not expect, any losses on our cash or cash equivalents.
−Removed: As of both December 31, 2021 and December 31, 2020, we had no restricted cash on our consolidated balance sheets.
+Added: As of both December 31, 2022 and December 31, 2021, we had no
+Added: restricted cash on our consolidated balance sheets.
Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 459.6 million and $ 531.2 million as of December 31, 2022 and December 31, 2021, respectively.
7 unchanged sentences
We include our debt securities in other assets on our consolidated balance sheets at amortized cost.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Current Expected Credit Losses Reserve
The current expected credit loss, or CECL, reserve required under Accounting Standard Update, or ASU, 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326),” or ASU 2016-13, reflects our current estimate of potential credit losses related to our loans and debt securities included in our consolidated balance sheets.
−Removed: The initial CECL reserve recorded on January 1, 2020 is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity;
−Removed: however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations.
+Added: Changes to the CECL reserve are recognized through net income on our consolidated statements of operations.
While ASU 2016-13 does not require any particular method for determining the CECL reserve, it does specify the reserve should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan.
In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
−Removed: We estimate our CECL reserve primarily using the Weighted Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards Board Staff Q&A Topic 326, No.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: We estimate our CECL reserve primarily using the Weighted Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards Board, or FASB, Staff Q&A Topic 326, No.
The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the relevant timeframe.
21 unchanged sentences
The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.
−Removed: These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: sponsorship, actions of other lenders, and other factors deemed relevant by our Manager.
+Added: These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.
Actual losses, if any, could ultimately differ materially from these estimates.
1 unchanged sentence
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.
−Removed: We adopted ASU 2016-13 using the modified-retrospective method for all financial assets measured at amortized cost.
−Removed: Prior to our adoption, we had no loan loss provisions on our consolidated balance sheets.
−Removed: We recorded a cumulative-effective adjustment to the opening retained earnings in our consolidated statement of equity as of January 1, 2020.
−Removed: The following table details the impact of this adoption ($ in thousands):
−Removed: Impact of ASU 2016-13
−Removed: Loans $ 8,955
−Removed: Unique Loans 1,356
−Removed: CECL reserve on loans $ 13,942
−Removed: CECL reserve on held-to-maturity debt securities 445
−Removed: CECL reserve on unfunded loan commitments 3,263
−Removed: Total impact of ASU 2016-13 adoption on retained earnings $ 17,650
Contractual Term and Unfunded Loan Commitments
1 unchanged sentence
As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments.
3 unchanged sentences
Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve.
−Removed: Our Manager performs a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.
+Added: We perform a quarterly risk review of our portfolio of loans, and assign each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.
Based on a 5-point scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which ratings are defined as follows:
5 unchanged sentences
A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Estimation of Economic Conditions
In addition to the WARM method computations and probability-weighted models described above, our CECL reserve is also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans.
−Removed: These estimations include unemployment rates, interest rates, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term.
+Added: These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term.
In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance.
−Removed: These estimations require significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of December 31, 2021.
+Added: We may also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations.
+Added: This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of December 31, 2022.
Derivative Financial Instruments
5 unchanged sentences
If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively.
−Removed: Effective April 1, 2020, our net investment hedges are assessed using a method based on changes in spot exchange rates.
−Removed: Gains and losses, representing hedge components excluded from the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election.
+Added: Our net investment hedges are assessed using a method based on changes in spot exchange rates.
+Added: Gains and losses, representing hedge components excluded from the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: accordance with our accounting policy election.
All other changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated financial statements.
9 unchanged sentences
When these sales are not recognized under GAAP we reflect the transaction by recording a loan participations sold liability on our consolidated balance sheet, however this gross presentation does not impact stockholders’ equity or net income.
−Removed: When the sales are recognized, our balance sheet only includes our remaining subordinate loan and not the non-consolidated senior interest we sold.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
+Added: When the sales are recognized, our balance sheet only includes our remaining subordinate loan, and excludes the non-consolidated senior interest in the loan that we sold.
We record our term loans as liabilities on our consolidated balance sheets.
4 unchanged sentences
Convertible Notes
−Removed: The “Debt with Conversion and Other Options” Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate.
−Removed: The initial proceeds from the sale of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time.
−Removed: The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance.
−Removed: We measured the estimated fair value of the debt component of our convertible notes as of the respective issuance dates based on our nonconvertible debt borrowing rate.
−Removed: The equity component of each series of our convertible notes is reflected within additional paid-in capital on our consolidated balance sheet, and the resulting issue discount is amortized over the period during which such convertible notes are expected to be outstanding (through the maturity date) as additional non-cash interest expense.
−Removed: The additional non-cash interest expense attributable to such convertible notes will increase in subsequent periods through the maturity date as the notes accrete to their par value over the same period.
+Added: In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” or ASU 2020-06.
+Added: ASU 2020-06 simplified the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models.
+Added: ASU 2020-06 also updated the earnings per share calculation and required entities to assume share settlement when the convertible debt can be settled in cash or shares.
+Added: ASU 2020-06 was effective for fiscal years beginning after December 15, 2021, and we adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition.
+Added: Subsequent to adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components.
+Added: This reduces the issue discount and results in less non-cash interest expense in our consolidated financial statements.
+Added: Additionally, subsequent to adoption of ASU 2020-06, shares issuable under our convertible notes are included in diluted earnings per share in our consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent.
+Added: Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the convertible notes as additional non-cash interest expense.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
Deferred Financing Costs
1 unchanged sentence
These costs are amortized as interest expense using the effective interest method over the life of the related obligations.
+Added: Underwriting Commissions and Offering Costs
+Added: Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital.
+Added: Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.
Fair Value of Financial Instruments
9 unchanged sentences
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.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of senior management of our Manager, including our Chief Executive Officer, Chief Financial Officer, and other senior officers.
Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a nonrecurring basis, as a result of impairment or other events.
Our assets that are recorded at fair value are discussed further in Note 17.
−Removed: We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-party dealers.
−Removed: For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our Manager’s estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.
−Removed: These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by our Manager.
−Removed: During the year ended December 31, 2020, we recorded an aggregate $ 69.7 million CECL reserve specifically related to two of our loans receivable.
−Removed: During the three months ended December 31, 2021, we charged off $ 14.4 million of the CECL reserve related to one of our loans receivable, bringing this asset-specific CECL reserve to $ 54.9 million as of December 31, 2021.
−Removed: The $ 54.9 million CECL reserve specifically related to one of our loans receivable with an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds, as of December 31, 2021.
−Removed: The CECL reserve was recorded based on our Manager’s estimation of the fair value of the loan’s underlying collateral as of December 31, 2021.
−Removed: This loan receivable is therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and is classified as a Level 3 asset in the fair value hierarchy.
−Removed: The significant unobservable inputs used to estimate the fair value of this loan receivable include the exit capitalization rate assumption of 4.80 % used to forecast the future sale price of the underlying real estate collateral and the unlevered discount rate of 8.30 %, in addition to reviewing comparable sales on a per-key basis.
+Added: We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-parties.
+Added: For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.
+Added: These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.
+Added: As of December 31, 2022, we had an aggregate $ 189.8 million CECL reserve specifically related to five of our loans receivable with an aggregate outstanding principal balance of $ 930.0 million, net of cost-recovery proceeds.
+Added: The CECL reserve was recorded based on our estimation of the fair value of the loan's underlying collateral as of December 31, 2022.
+Added: These loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy.
+Added: We estimated the fair value of these loan receivables by considering a variety of inputs including property performance, market data, and comparable sales, as applicable.
+Added: The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the underlying real estate collateral, which ranged from 5.00 % to 7.50 %, and the unlevered discount rate, which ranged from 7.50 % to 9.00 %.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those instruments.
4 unchanged sentences
• Loans receivable, net:
−Removed: 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.
+Added: The fair values of these loans were estimated using 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.
• Debt securities held-to-maturity:
10 unchanged sentences
The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
+Added: • Loan participations sold, net:
+Added: The fair value of these instruments was estimated based on the value of the related loan receivable asset.
• Term loans, net:
10 unchanged sentences
Refer to Note 15 for additional information.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
Stock-Based Compensation
−Removed: Our stock-based compensation consists of awards issued to our Manager and certain individuals employed by an affiliate of our Manager that vest over the life of the awards, as well as deferred stock units issued to certain members of our board of directors.
+Added: Our stock-based compensation consists of awards issued to our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock units issued to certain members of our board of directors.
Stock-based compensation expense is recognized for these awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A common stock.
1 unchanged sentence
Earnings per Share
−Removed: Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units outstanding during the period.
+Added: Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units outstanding during the period.
Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.
−Removed: Diluted earnings per share, or Diluted EPS, is determined using the treasury stock method, and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units.
+Added: Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees, allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred stock units, and shares of class A common stock issuable under our convertible notes.
Refer to Note 13 for additional discussion of earnings per share.
8 unchanged sentences
dollar denominated subsidiaries are recorded in other comprehensive income (loss).
−Removed: Underwriting Commissions and Offering Costs
−Removed: Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital.
−Removed: Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Recent Accounting Pronouncements
+Added: In March 2022, the FASB issued ASU 2022-02 “Financial Instruments-Credit Losses (Topic 326):
+Added: Troubled Debt Restructurings and Vintage Disclosures,” or ASU 2022-02.
+Added: ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination.
+Added: Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the form of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the borrower is experiencing financial difficulties.
+Added: ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted.
+Added: The amendments should be applied prospectively, however for the recognition and measurement of troubled debt restructurings, the entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.
+Added: Upon adoption of ASU 2022-02 on January 1, 2023, we do not expect it will have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” or ASU 2020-04.
−Removed: ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications on debt instruments, leases, derivatives, and other contracts, related to the expected market transition from LIBOR, and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates.
+Added: ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications on debt instruments, leases, derivatives, and other contracts, related to the market transition from LIBOR, and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates.
ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination.
2 unchanged sentences
ASU 2021-01 clarifies that the practical expedients in ASU 2020-04 apply to derivatives impacted by changes in the interest rate used for margining, discounting, or contract price alignment.
−Removed: The guidance in ASU 2020-04 is optional and may be elected over time, through December 31, 2022, as reference rate reform activities occur.
+Added: In December 2022, the FASB issued ASU 2022-06 "Reference Rate Reform (Topic 848):
+Added: Deferral of the Sunset Date of Topic 848", or ASU 2022-06.
+Added: ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 31, 2024.
+Added: The guidance in ASU 2020-04 is optional and may be
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: elected over time, through December 31, 2024, as reference rate reform activities occur.
Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications.
1 unchanged sentence
Application of these expedients preserves the presentation of derivatives consistent with our past presentation.
−Removed: We continue to evaluate the impact of ASU 2020-04 and may apply other elections, as applicable, as the expected market transition from IBORs to alternative reference rates continues to develop.
−Removed: In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” or ASU 2020-06.
−Removed: ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models.
−Removed: ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares.
−Removed: ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and is to be adopted through a cumulative-effect adjustment to the opening balance of retained earnings either at the date of adoption or in the first comparative period presented.
−Removed: Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components.
−Removed: This will reduce the issue discount and result in less non-cash interest expense in our consolidated financial statements.
−Removed: Additionally, ASU 2020-06 will result in the reporting of a diluted earnings per share, if the effect is dilutive, in our consolidated financial statements, regardless of our settlement intent.
−Removed: We expect to adopt ASU 2020-06 using the modified retrospective method of transition, which we expect will result in an aggregate decrease to our additional paid-in capital of $ 2.4 million, an aggregate decrease to our accumulated deficit of $ 2.0 million, and an aggregate increase to our convertible notes, net, balance of $ 476,000 , as of January 1, 2022.
+Added: We plan to apply the contract modification expedients for our applicable loan and debt modifications that relate to the market transition from IBORs.
+Added: Therefore, our loan and debt modifications that are in accordance with ASU 2020-04 do not require a remeasurement at the modification date nor a reassessment of a previous accounting determination.
+Added: The application of the ASU 2020-04 expedients have not had a material impact on our consolidated financial statements.
+Added: In August 2020, the FASB issued ASU 2020-06, described above under “Convertible Notes.” We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $ 2.4 million, an aggregate decrease to our accumulated deficit of $ 2.0 million, and an aggregate increase to our convertible notes, net, of $ 477,000 , as of January 1, 2022.
Reference Rate Reform
−Removed: LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, and the Swiss Average Rate Overnight, or SARON, or collectively, IBORs, are the subject of recent national, international and regulatory guidance and proposals for reform.
−Removed: As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of all non-USD LIBOR and previously announced its intention to cease publication of remaining U.S.
+Added: LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON, and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, have been the subject of national, international and regulatory guidance and proposals for reform.
+Added: As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of most non-USD LIBOR settings.
+Added: IBA also previously announced its intention to cease publication of remaining U.S.
dollar LIBOR settings immediately after June 30, 2023;
−Removed: Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.
−Removed: financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative rate for USD LIBOR.
−Removed: Market participants have started to transition to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K.
−Removed: As of December 31, 2021, one-month SOFR is utilized as the floating benchmark rate on 16 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, plus a credit spread adjustment of 0.11 %, and one of our credit facilities.
−Removed: As of December 31, 2021, the one-month SOFR was 0.05 % and one-month USD LIBOR was 0.10 %.
−Removed: Additionally, as of December 31, 2021, daily compounded SONIA is utilized as the floating benchmark rate on nine of our loans and five of our credit facilities.
−Removed: As of December 31, 2021, SONIA was 0.19 % and three-month GBP LIBOR was 0.26 %.
−Removed: At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds.
−Removed: Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, and Switzerland have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, and SARON may persist as International Organization of Securities Commissions, or
+Added: however, in November 2022 the U.K.
+Added: Financial Conduct Authority, which regulates IBA, announced a public consultation regarding whether it should compel IBA to continue publishing “synthetic” USD LIBOR settings from June 2023 to the end of September 2024.
+Added: Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, or LIBOR Act, was signed into law in the U.S.
+Added: This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions.
+Added: Under the LIBOR Act, such contracts will automatically transition as a matter of law to a Secured Overnight Financing Rate, or SOFR, based replacement rate identified by the Board of Governors of the Federal Reserve System, or Federal Reserve.
+Added: The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Federal Reserve.
+Added: In July 2022, the Federal Reserve issued a notice of proposed rulemaking implementing the LIBOR Act.
+Added: As of December 31, 2022, no regulations have been promulgated.
+Added: The Federal Reserve, in conjunction with the Alternative Reference Rates Committee, or ARRC, a steering committee composed of large U.S.
+Added: financial institutions, identified SOFR, a new index calculated using short-term repurchase agreements backed by U.S.
+Added: Treasury securities, as its preferred alternative rate for USD LIBOR.
+Added: According to the ARRC, data from the cash and derivatives markets show continued momentum in the transition from LIBOR to SOFR, and SOFR is currently predominant across cash and derivatives markets.
+Added: As of December 31, 2022, one-month term SOFR is utilized as the floating benchmark rate on 76 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, certain borrowings under twelve of our credit facilities, and our B-4 Term Loan.
+Added: As of December 31, 2022, one-month term SOFR was 4.36 % and one-month USD LIBOR was 4.39 %.
+Added: Additionally, market participants have continued to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K.
+Added: As of December 31, 2022, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings.
+Added: As of December 31, 2022, 63.5 % of our aggregate loan principal balance has either transitioned to the applicable replacement benchmark rate, or its existing benchmark rate is not expected to be replaced, and we expect to transition the remaining 36.5 % in 2023.
+Added: At this time, it is not possible to predict how markets will respond in the future to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds.
+Added: Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON and CIBOR may persist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward.
+Added: However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
−Removed: IOSCO, compliant reference rates moving forward.
−Removed: However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.
LOANS RECEIVABLE, NET
13 unchanged sentences
These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
−Removed: (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, SOFR, GBP LIBOR, SONIA, EURIBOR, and other indices, as applicable to each loan.
+Added: (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, SOFR, SONIA, GBP LIBOR, EURIBOR, and other indices, as applicable to each loan.
+Added: As of December 31, 2022, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR and SOFR.
As of December 31, 2021, 99.5 % of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR.
The other 0.5 % of our loans earned a fixed rate of interest.
−Removed: As of December 31, 2020, 99.4 % of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR.
−Removed: The other 0.6 % of our loans earned a fixed rate of interest.
−Removed: We reflect our fixed rate loans as a spread over the relevant floating benchmark rates, as of December 31, 2021 and December 31, 2020, respectively, 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.
−Removed: Excludes a loan accounted for under the cost-recovery method.
+Added: 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.
1 unchanged sentence
As of December 31, 2021, 56 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 44 % were open to repayment by the borrower without penalty.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
The following table details the index rate floors for our loans receivable portfolio as of December 31, 2022 ($ in thousands):
3 unchanged sentences
0.00% or no floor 4,478,852 6,973,651 11,452,503
−Removed: 3,835,467 5,444,841 9,280,308
0.01% to 1.00% floor 9,106,174 858,247 9,964,421
1.01% to 1.50% floor 2,104,805 153,453 2,258,258
+Added: 1.51% to 2.00% floor 697,125 343,841 1,040,966
2.01% or more floor 356,603 49,432 406,035
$ 16,781,719 $ 8,378,624 $ 25,160,343
−Removed: (1) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, and Swiss Franc currencies.
−Removed: (2) Includes a $ 286.3 million loan accounted for under the cost-recovery method.
−Removed: (3) Excludes investment exposure to $ 79.2 million subordinate position we own in the $ 379.3 million 2018 Single Asset Securitization.
−Removed: Refer to Notes 4 and 17 to our consolidated financial statements for further discussion of the 2018 Single Asset Securitization.
+Added: (1) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.
(2) As of December 31, 2022, the weighted-average index rate floor of our loan portfolio was 0.36 %.
−Removed: Excluding 0.0% index rate floors, the weighted-average index rate floor was 0.66 %.
+Added: Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 0.64 %.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
Activity relating to our loans receivable portfolio was as follows ($ in thousands):
5 unchanged sentences
Loan repayments and sales proceeds ( 6,733,105 ) — ( 6,733,105 )
−Removed: Unrealized gain (loss) on foreign currency translation 342,160 ( 1,900 ) 340,260
+Added: Principal charge-offs ( 14,427 ) — ( 14,427 )
+Added: Unrealized (loss) gain on foreign currency translation ( 299,318 ) 1,424 ( 297,894 )
Deferred fees and other items — ( 143,002 ) ( 143,002 )
4 unchanged sentences
Loan repayments and sales ( 3,168,155 ) — ( 3,168,155 )
−Removed: Principal charge-offs ( 14,427 ) — ( 14,427 )
Unrealized (loss) gain on foreign currency translation ( 638,157 ) 5,255 ( 632,902 )
11 unchanged sentences
Property Type Number of
−Removed: Exposure (1)(2)
Percentage of
9 unchanged sentences
Geographic Location Number of
−Removed: Exposure (1)(2)
Percentage of
8 unchanged sentences
United Kingdom 23 3,362,629 3,393,126 13
+Added: Australia 5 1,405,601 1,417,318 5
Spain 4 1,237,446 1,241,808 5
1 unchanged sentence
Sweden 1 473,374 476,673 2
−Removed: Australia 4 504,668 509,885 2
Canada 1 49,409 49,432 —
7 unchanged sentences
Total loan exposure encompasses the entire loan we originated and financed, including $ 1.6 billion of such non-consolidated senior interests as of December 31, 2022.
−Removed: (2) Excludes investment exposure to the $ 379.3 million 2018 Single Asset Securitization.
−Removed: See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.
Blackstone Mortgage Trust, Inc.
5 unchanged sentences
Office 65 $ 9,473,039 $ 10,425,026 44 %
−Removed: Hospitality 14 2,295,255 2,369,454 14
Multifamily 75 5,721,260 5,771,517 24
+Added: Hospitality 25 3,427,245 3,540,391 15
Industrial 6 1,102,452 1,185,606 5
8 unchanged sentences
United States
+Added: Sunbelt 71 $ 5,907,230 $ 6,206,216 26 %
Northeast 37 4,615,076 4,934,295 21
West 33 3,520,942 4,199,208 18
−Removed: Sunbelt 33 2,902,996 2,986,221 17
Midwest 10 1,063,202 1,113,959 5
3 unchanged sentences
United Kingdom 17 2,342,146 2,598,033 11
−Removed: Ireland 1 1,309,443 1,317,846 8
Spain 4 1,374,364 1,380,763 6
+Added: Ireland 1 1,210,375 1,216,864 5
+Added: Sweden 1 546,319 551,149 2
Australia 4 504,668 509,885 2
7 unchanged sentences
See Note 2 for further discussion.
−Removed: 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.
+Added: Total loan exposure encompasses the entire loan we originated and financed, including $ 1.5 billion of such non-consolidated senior interests as of December 31, 2021.
(2) Excludes investment exposure to the $ 379.3 million 2018 Single Asset Securitization.
1 unchanged sentence
Loan Risk Ratings
−Removed: As further described in Note 2, our Manager evaluates our loan portfolio on a quarterly basis.
−Removed: In conjunction with our quarterly loan portfolio review, our Manager assesses the risk factors of each loan, and assigns a risk rating based on several factors.
+Added: As further described in Note 2, we evaluate our loan portfolio on a quarterly basis.
+Added: In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors.
Factors considered in the assessment include, but are not limited to, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan, and sponsorship.
5 unchanged sentences
Exposure (1)(2)
−Removed: Exposure (1)(2)
1 17 $ 1,403,185 $ 1,428,232 8 $ 642,776 $ 645,854
8 unchanged sentences
See Note 2 for further discussion.
−Removed: Total loan exposure encompasses the entire loan we originated and financed, including $ 1.5 billion and $ 801.8 million of such non-consolidated senior interests as of December 31, 2021 and December 31, 2020, respectively.
−Removed: (2) Excludes investment exposure to the 2018 Single Asset Securitization of $ 379.3 million and $ 735.5 million as of December 31, 2021 and December 31, 2020, respectively.
+Added: Total loan exposure encompasses the entire loan we originated and financed, including $ 1.6 billion and $ 1.5 billion of such non-consolidated senior interests as of December 31, 2022 and December 31, 2021, respectively.
+Added: (2) Excludes investment exposure to the 2018 Single Asset Securitization of $ 379.3 million as of December 31, 2021.
See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.
−Removed: The weighted-average risk rating of our total loan exposure was 2.8 and 3.0 as of December 31, 2021 and 2020, respectively.
−Removed: The decrease in risk rating reflects the ongoing market recovery from COVID-19 and resulting improvement in the performance of the collateral assets underlying our portfolio, which resulted in several risk rating upgrades in our portfolio during the year ended December 31, 2021.
+Added: The weighted-average risk rating of our total loan exposure was 2.8 as of both December 31, 2022 and December 31, 2021.
Current Expected Credit Loss Reserve
2 unchanged sentences
The following table presents the activity in our loans receivable CECL reserve by investment pool for the year ended December 31, 2022 and 2021 ($ in thousands):
−Removed: Loans Non-U.S.
Loans Receivable, Net
1 unchanged sentence
$ 26,885 $ 10,263 $ 32,657 $ 54,874 $ 124,679
−Removed: Decrease in CECL reserve ( 16,110 ) ( 17,471 ) ( 502 ) ( 360 ) ( 34,443 )
−Removed: Charge-offs of CECL reserve — — — ( 14,427 ) ( 14,427 )
+Added: Increase in CECL reserve 40,995 12,256 13,303 134,904 201,458
CECL reserve as of December 31, 2022
2 unchanged sentences
$ 42,995 $ 27,734 $ 33,159 $ 69,661 $ 173,549
−Removed: Initial CECL reserve on January 1, 2020 8,955 3,631 1,356 — 13,942
−Removed: Increase in CECL reserve 34,040 24,103 31,803 69,661 159,607
+Added: Decrease in CECL reserve ( 16,110 ) ( 17,471 ) ( 502 ) ( 360 ) ( 34,443 )
+Added: Charge-offs of CECL reserve — — — ( 14,427 ) ( 14,427 )
CECL reserve as of December 31, 2021
$ 26,885 $ 10,263 $ 32,657 $ 54,874 $ 124,679
−Removed: Our initial CECL reserve of $ 13.9 million against our loans receivable portfolio, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity;
−Removed: however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations.
−Removed: During the year ended December 31, 2021, we recorded a decrease of $ 48.9 million in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 124.7 million as of December 31, 2021.
−Removed: 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.
−Removed: See Note 2 for further discussion of COVID-19.
+Added: (1) Includes Canadian loans, which have similar risk characteristics as U.S.
+Added: During the year ended December 31, 2022, we recorded an increase of $ 201.5 million in the CECL reserve against our loans receivable portfolio, bringing our total loans receivable CECL reserve to $ 326.1 million as of December 31, 2022.
+Added: This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions, including inflationary pressures and market volatility.
+Added: During the year ended December 31, 2022, we recorded an increase of $ 134.9 million in the CECL reserve specifically related to four of our loans receivable with an aggregate net book value of $ 644.3 million as of December 31, 2022.
+Added: As of December 31, 2022, the income accrual was suspended on these four loans as recovery of income and principal was doubtful.
+Added: During the three months ended December 31, 2022, we recorded $ 11.3 million of interest income on these loans.
+Added: As of December 31, 2022, we had an aggregate $ 189.8 million CECL reserve specifically related to five of our loans receivable, with an aggregate net book value of $ 929.1 million.
+Added: This CECL reserve was recorded based on our estimation of the fair value of each of the loan’s underlying collateral as of December 31, 2022.
+Added: As of December 31, 2021, we had a
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
−Removed: During 2020 and 2021, we entered into loan modifications related to a multifamily asset in New York City, which are classified as troubled debt restructurings under GAAP.
−Removed: During the three months ended June 30, 2020, we recorded a $ 14.8 million CECL reserve on this loan.
+Added: $ 54.9 million CECL reserve specifically related to one of our loans receivable, with a net book value of $ 284.8 million.
+Added: No income was recorded on this loan during the years ended December 31, 2022 and 2021.
+Added: As of December 31, 2022, all borrowers were current with all contractual terms of each respective loan, including payments of interest.
+Added: Refer to Note 2 for further discussion of our revenue recognition policy and CECL reserve.
+Added: During the fourth quarter of 2022, we entered into a loan modification related to an office asset in New York City, which is classified as a troubled debt restructuring under GAAP.
+Added: This modification included, among other changes, a reduction in the loan's contractual interest payments, an incremental exit fee, and an extension of the loan's maturity date.
+Added: This loan has an outstanding principal balance of $ 193.6 million, with commitments to fund an additional $ 8.2 million, at our discretion, as of December 31, 2022.
+Added: As of December 31, 2022, this loan was deemed impaired and we recorded an asset-specific CECL reserve against this loan.
+Added: Previously, we entered into loan modifications related to a multifamily asset in New York City, which were classified as troubled debt restructurings under GAAP.
During the three months ended December 31, 2021, the borrower committed significant additional capital to the property and engaged new management to oversee property operations, and we reduced the loan's outstanding principal balance to $ 37.5 million.
−Removed: As a result of the modification, we charged-off $ 14.4 million of the $ 14.8 million asset-specific CECL reserve we recorded on this loan during the three months ended June 30, 2020, and reversed the remaining $ 360,000 CECL reserve.
−Removed: We have no remaining asset-specific CECL reserve against this loan as of December 31, 2021.
−Removed: The loan is paying interest income current and we resumed income accrual for this loan as of December 31, 2021.
−Removed: See Note 2 to our consolidated financial statements for further discussion on the CECL reserve.
−Removed: During the third quarter of 2020, we entered into a loan modification related to a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP.
−Removed: During the three months ended June 30, 2020, we recorded $ 54.9 million CECL reserve on this loan, which was unchanged as of December 31, 2021.
−Removed: As of July 1, 2020, the income accrual on this loan was suspended and no income was recorded subsequent to July 1, 2020.
−Removed: This loan has an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds, as of December 31, 2021.
−Removed: The CECL reserve was recorded based on our estimation of the fair value of the loan’s underlying collateral as of December 31, 2021.
+Added: As a result of the modification, during the three months ended December 31, 2021, we charged-off $ 14.4 million of the $ 14.8 million asset-specific CECL reserve we recorded on this loan, and reversed the remaining $ 360,000 CECL reserve.
+Added: As of December 31, 2022, this loan has an outstanding principal balance of $ 38.2 million, net of cost-recovery proceeds.
+Added: As of December 31, 2022, this loan was deemed impaired and we recorded an asset-specific CECL reserve against this loan.
+Added: Previously, we entered into a loan modification related to a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP.
+Added: As of December 31, 2022, this loan has an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds.
+Added: As of June 30, 2020 this loan was deemed impaired and we recorded an asset-specific CECL reserve against this loan.
+Added: This asset-specific CECL reserve has not changed as of December 31, 2022.
Blackstone Mortgage Trust, Inc.
42 unchanged sentences
Origination dates are subsequently updated to reflect material loan modifications.
−Removed: (2) Excludes the $ 78.0 million net book value of our held-to-maturity debt securities which represents our subordinate position we own in the 2018 Single Asset Securitization, and is included in other assets on our consolidated balance sheets.
−Removed: See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.
+Added: (2) Includes Canadian loans, which have similar risk characteristics as U.S.
Blackstone Mortgage Trust, Inc.
42 unchanged sentences
See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.
+Added: (3) Includes Canadian loans, which have similar risk characteristics as U.S.
Blackstone Mortgage Trust, Inc.
8 unchanged sentences
Accrued interest receivable $ 189,569 $ 86,101
−Removed: Debt securities held-to-maturity (1)
−Removed: 78,083 77,445
−Removed: CECL reserve ( 70 ) ( 1,723 )
−Removed: Debt securities held-to-maturity, net 78,013 75,722
+Added: Collateral deposited under derivative agreements 103,110 —
Loan portfolio payments held by servicer (1)
1 unchanged sentence
Derivative assets 7,349 30,531
+Added: Accounts receivable and other assets 1,318 572
Prepaid expenses 1,067 956
−Removed: Collateral deposited under derivative agreements — 51,050
−Removed: Prepaid taxes — 376
−Removed: Other 572 1,195
+Added: Debt securities held-to-maturity (2)
+Added: CECL reserve — ( 70 )
+Added: Debt securities held-to-maturity, net — 78,013
Total $ 370,902 $ 273,797
−Removed: (1) Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $ 379.3 million and $ 735.5 million as of December 31, 2021 and December 31, 2020, 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.
+Added: (1) Primarily represents loan principal held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.
+Added: (2) Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $ 379.3 million as of December 31, 2021, 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.
+Added: During the year ended December 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.
Refer to Note 18 for additional discussion.
−Removed: (2) Represents loan principal, interest payments, and related loan fees held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.
Current Expected Credit Loss Reserve
1 unchanged sentence
Refer to Note 2 for further discussion of our CECL reserve.
−Removed: The following table presents the activity in our debt securities CECL reserve by investment pool for the year ended December 31, 2021 ($ in thousands):
+Added: The following table presents the activity in our debt securities CECL reserve for the year ended December 31, 2022 and 2021 ($ in thousands):
Debt Securities Held-To-Maturity Total
3 unchanged sentences
CECL reserve as of December 31, 2020
−Removed: Initial CECL reserve on January 1, 2020 445
−Removed: Increase in CECL reserve 1,278
+Added: Decrease in CECL reserve $ ( 1,653 )
CECL reserve as of December 31, 2021
−Removed: Our initial CECL reserve of $ 445,000 against our debt securities held-to-maturity, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity;
−Removed: however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations.
−Removed: During the year ended December 31, 2021, we recorded a decrease of $ 1.7 million in the CECL reserve against our debt securities held-to-maturity, bringing our total CECL reserve to $ 70,000 as of December 31, 2021.
−Removed: During the year ended December 31, 2020,
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
−Removed: we recorded an increase of $ 1.3 million in the CECL reserve against our debt securities held-to-maturity, bringing our total CECL reserve to $ 1.7 million as of December 31, 2020.
−Removed: See Note 2 for further discussion of COVID-19.
Other Liabilities
1 unchanged sentence
December 31, 2022 December 31, 2021
+Added: Derivative liabilities $ 119,665 $ 5,890
Accrued dividends payable 106,455 104,271
−Removed: Secured debt repayments pending servicer remittance (1)
Accrued interest payable 80,263 29,851
+Added: Secured debt repayments pending servicer remittance (1)
+Added: 60,585 47,664
Accrued management and incentive fees payable 33,830 28,373
−Removed: Accounts payable and other liabilities 9,046 2,671
−Removed: Derivative liabilities 5,890 58,915
Current expected credit loss reserve for unfunded loan commitments (2)
+Added: Accounts payable and other liabilities 9,726 9,046
Total $ 426,904 $ 231,358
4 unchanged sentences
As of December 31, 2022, we had unfunded commitments of $ 3.8 billion related to 121 loans receivable.
−Removed: The expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments.
+Added: The expected credit losses over the contractual period of our loans is impacted by our obligation to extend further credit through our unfunded loan commitments.
See Note 2 for further discussion of the CECL reserve related to our unfunded loan commitments, and Note 20 for further discussion of our unfunded loan commitments.
−Removed: The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the year ended December 31, 2021 ($ in thousands):
+Added: The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the year ended December 31, 2022 and 2021 ($ in thousands):
Loans Non-U.S.
−Removed: Unfunded Loan Commitments
CECL reserve as of December 31, 2021
$ 4,072 $ 2,191 $ — $ — $ 6,263
−Removed: Decrease in CECL reserve ( 2,881 ) ( 803 ) ( 84 ) — ( 3,768 )
+Added: Increase in CECL reserve 7,676 2,441 — — 10,117
CECL reserve as of December 31, 2022
1 unchanged sentence
CECL reserve as of December 31, 2020
−Removed: Initial CECL reserve on January 1, 2020 2,801 453 9 — 3,263
−Removed: Increase in CECL reserve 4,152 2,541 75 — 6,768
+Added: $ 6,953 $ 2,994 $ 84 $ — $ 10,031
+Added: Decrease in CECL reserve ( 2,881 ) ( 803 ) ( 84 ) — ( 3,768 )
CECL reserve as of December 31, 2021
$ 4,072 $ 2,191 $ — $ — $ 6,263
−Removed: Our initial CECL reserve of $ 3.3 million against our unfunded loan commitments, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity;
−Removed: however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations.
−Removed: During the year ended December 31, 2021, we recorded a decrease of $ 3.8 million in the CECL reserve against our unfunded loan commitments, bringing our total CECL reserve to $ 6.3 million as of December 31, 2021.
−Removed: During the year ended December 31, 2020, we recorded an increase of $ 6.8 million in the CECL reserve against our unfunded loan commitments, bringing our total CECL reserve to $ 10.0 million as of December 31, 2020.
−Removed: The decrease in the CECL reserve during the year ended December 31, 2021 reflects the ongoing market recovery from COVID-19 and the resulting improvement in the performance of the collateral assets underlying our portfolio.
−Removed: See Note 2 for further discussion of COVID-19.
Blackstone Mortgage Trust, Inc.
1 unchanged sentence
SECURED DEBT, NET
−Removed: Our secured debt includes our secured credit facilities and acquisition facility.
+Added: Our secured debt includes our secured credit facilities and our acquisition facility.
During the year ended December 31, 2022, we obtained approval for $ 4.6 billion of new borrowings against $ 5.9 billion of collateral assets.
−Removed: Additionally, during the year ended December 31, 2021, we (i) entered into two new secured credit facilities providing an aggregate $ 2.5 billion of credit capacity and (ii) increased the size of four existing secured credit facilities providing an aggregate $ 1.2 billion of additional credit capacity.
+Added: Additionally, during the year ended December 31, 2022, we (i) entered into two new secured credit facilities providing an aggregate $ 2.2 billion of credit capacity and (ii) we increased the size of six existing secured credit facilities providing an aggregate $ 1.4 billion of additional credit capacity.
The following table details our secured debt ($ in thousands):
7 unchanged sentences
Net book value of secured debt $ 13,528,164 $ 12,280,042
−Removed: (1) Costs incurred in connection with our secured debt are recorded on our consolidated balance sheet when incurred and recognized as a component of interest expense over the life of each related facility.
+Added: (1) Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred and recognized as a component of interest expense over the life of each related facility.
Secured Credit Facilities
1 unchanged sentence
The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions.
−Removed: The following table details our secured credit facilities as of December 31, 2021 ($ in thousands):
+Added: The following table details our secured credit facilities by spread over the applicable base rates as of December 31, 2022 ($ in thousands):
December 31, 2022
1 unchanged sentence
Currency Lenders (1)
−Removed: Borrowings Maturity (2)
+Added: Borrowings Wtd Avg.
Loan Count Collateral (3)
USD 14 $ 7,497,992 2/21/2026 145 $ 11,719,558 3/4/2026 36 % 25 % - 100 %
−Removed: EUR 6 2,333,523 10/18/2024 10 3,148,250 9/27/2024 47 % 25 % - 100 %
GBP 7 2,320,720 4/7/2026 23 3,081,729 4/30/2026 27 % 25 % - 50 %
+Added: EUR 7 2,128,248 8/12/2025 12 2,866,848 8/15/2025 42 % 25 % - 100 %
4 1,602,788 7/4/2027 7 2,026,655 6/23/2027 25 % 25 %
1 unchanged sentence
(1) Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.
−Removed: (2) Based on the earlier of (i) the maximum maturity date of each secured credit facility, or (ii) the maximum maturity date of the collateral loans.
+Added: (2) Our secured debt agreements are generally term-matched to their underlying collateral.
+Added: Therefore, the weighted average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.
+Added: In limited instances, the maturity date of the respective secured credit facility is used.
(3) Represents the principal balance of the collateral assets.
(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.
−Removed: (5) Includes Swedish Krona, Australian Dollar, Canadian Dollar, and Swiss Franc currencies.
+Added: (5) Includes Australian Dollar, Canadian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.
The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction.
9 unchanged sentences
+ 1.50% or less $ 1,329,508 $ 7,433,204 + 1.53 % $ 10,465,647 + 3.24 % + 1.71 %
−Removed: $ 5,306,925 $ 7,746,026 + 1.52 % $ 10,193,801 + 3.18 % + 1.66 %
+ 1.51% to + 1.75% 368,265 2,246,223 + 1.88 % 3,538,815 + 3.73 % + 1.85 %
−Removed: 1,477,177 2,710,587 + 1.88 % 3,977,492 + 3.55 % + 1.67 %
+ 1.76% to + 2.00% 405,723 1,514,541 + 2.16 % 2,483,240 + 4.14 % + 1.98 %
−Removed: 668,470 998,781 + 2.13 % 1,458,074 + 4.28 % + 2.15 %
+ 2.01% or more 1,246,650 2,355,780 + 2.63 % 3,207,088 + 4.78 % + 2.15 %
−Removed: 310,991 844,186 + 2.49 % 1,413,014 + 4.75 % + 2.26 %
Total $ 3,350,146 $ 13,549,748 + 1.85 % $ 19,694,790 + 3.70 % + 1.85 %
5 unchanged sentences
+ 1.50% or less $ 5,306,925 $ 7,746,026 + 1.52 % $ 10,193,801 + 3.18 % + 1.66 %
−Removed: $ 376,085 $ 4,192,280 + 1.59 % $ 6,338,626 + 3.09 % + 1.50 %
+ 1.51% to + 1.75% 1,477,177 2,710,587 + 1.88 % 3,977,492 + 3.55 % + 1.67 %
−Removed: 172,447 1,945,692 + 1.95 % 2,975,581 + 3.43 % + 1.48 %
+ 1.76% to + 2.00% 668,470 998,781 + 2.13 % 1,458,074 + 4.28 % + 2.15 %
−Removed: 215,056 926,666 + 2.06 % 1,212,546 + 3.83 % + 1.77 %
+ 2.01% or more 310,991 844,186 + 2.49 % 1,413,014 + 4.75 % + 2.26 %
−Removed: 134,928 832,225 + 2.49 % 1,514,154 + 4.34 % + 1.85 %
Total $ 7,763,563 $ 12,299,580 + 1.72 % $ 17,042,381 + 3.49 % + 1.77 %
−Removed: (1) The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include USD LIBOR, SOFR, GBP LIBOR, SONIA, EURIBOR, and other indices as applicable.
+Added: (1) The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include USD LIBOR, SOFR, SONIA, GBP LIBOR, EURIBOR, and other indices as applicable.
(2) Represents borrowings outstanding as of December 31, 2022 and December 31, 2021, respectively, for new financings during the year ended December 31, 2022 and December 31, 2021, respectively, based on the date collateral was initially pledged to each credit facility.
(3) In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings.
+Added: 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.
(4) Represents the weighted-average all-in cost as of December 31, 2022 and December 31, 2021, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.
(5) Represents the principal balance of the collateral assets.
−Removed: (6) 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.
(6) Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.
−Removed: Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amount and frequency limitations.
−Removed: As of December 31, 2021, there was an aggregate $ 607.4 million available to be drawn at our discretion under our credit facilities.
+Added: Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amounts and frequency limitations.
+Added: As of December 31, 2022, there was an aggregate $ 1.5 billion available to be drawn at our discretion under our credit facilities.
Acquisition Facility
2 unchanged sentences
During the year ended December 31, 2022, we had no borrowings under the acquisition facility and we recorded interest expense of $ 1.2 million, including $ 333,000 of amortization of deferred fees and expenses.
−Removed: As of December 31, 2021, we had one asset pledged to our acquisition facility and there was an aggregate $ 147.5 million available to be drawn at our discretion.
−Removed: During the year ended December 31, 2020, we had no borrowings under the acquisition facility and we recorded interest expense of 1.6 million, including $ 685,000 of amortization of deferred fees and expenses.
+Added: During the year ended December 31, 2021, we had no borrowings under the acquisition facility and we recorded interest
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
+Added: expense of $ 1.2 million, including $ 354,000 of amortization of deferred fees and expenses.
+Added: As of December 31, 2021, we had one asset pledged to our acquisition facility and there was an aggregate $ 147.5 million available to be drawn at our discretion.
Financial Covenants
6 unchanged sentences
SECURITIZED DEBT OBLIGATIONS, NET
−Removed: We have financed certain pools of our loans through collateralized loan obligations, which include the 2021 FL4 CLO, 2020 FL3 CLO, 2020 FL2 CLO, and 2017 FL1 CLO or collectively, the CLOs.
−Removed: We have also financed one of our loans through a single asset securitization vehicle, or the 2017 Single Asset Securitization.
−Removed: The CLOs and the 2017 Single Asset Securitization are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us.
−Removed: Refer to Note 16 for further discussion of our CLOs and 2017 Single Asset Securitization.
−Removed: The following tables detail our securitized debt obligations ($ in thousands):
+Added: We have financed certain pools of our loans through collateralized loan obligations, which include the 2021 FL4 CLO, 2020 FL3 CLO, and 2020 FL2 CLO or collectively, the CLOs.
+Added: The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us.
+Added: Refer to Note 18 for further discussion of our CLOs.
+Added: The following tables detail our securitized debt obligations and the underlying collateral assets that are financed ($ in thousands):
December 31, 2022
2 unchanged sentences
2021 FL4 Collateralized Loan Obligation
−Removed: Collateral assets 34 $ 1,000,000 $ 1,000,000 + 3.42 % October 2024
−Removed: Financing provided 1 803,750 797,373 + 1.66 % May 2038
+Added: Senior CLO Securities Outstanding 1 $ 803,750 $ 799,626 + 1.57 % May 2038
+Added: Underlying Collateral Assets 30 1,000,000 1,000,000 + 3.47 % May 2025
2020 FL3 Collateralized Loan Obligation
−Removed: Collateral assets 18 1,000,000 1,000,000 + 3.06 % May 2024
−Removed: Financing provided 1 808,750 804,096 + 2.10 % November 2037
+Added: Senior CLO Securities Outstanding 1 808,750 806,757 + 2.14 % November 2037
+Added: Underlying Collateral Assets 16 1,000,000 1,000,000 + 3.25 % November 2024
2020 FL2 Collateralized Loan Obligation
−Removed: Collateral assets 21 1,500,000 1,500,000 + 3.15 % March 2024
−Removed: Financing provided 1 1,243,125 1,236,593 + 1.45 % February 2038
−Removed: Collateral assets 73 $ 3,500,000 $ 3,500,000 + 3.20 %
−Removed: Financing provided (4)
+Added: Senior CLO Securities Outstanding 1 1,061,041 1,057,627 + 1.55 % February 2038
+Added: Underlying Collateral Assets 17 1,317,916 1,317,916 + 3.42 % November 2024
+Added: Senior CLO Securities Outstanding (4)
3 $ 2,673,541 $ 2,664,010 + 1.73 %
+Added: Underlying Collateral Assets 63 $ 3,317,916 $ 3,317,916 + 3.38 %
(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.
−Removed: (2) The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR and one-month SOFR, as applicable to each securitized debt obligation.
−Removed: As of December 31, 2021, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR, plus a credit spread adjustment of 0.11 %.
+Added: (2) The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR and SOFR, as applicable to each securitized debt obligation.
+Added: As of December 31, 2022, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR.
As of December 31, 2022, one-month SOFR was 4.36 % and one-month USD LIBOR was 4.39 %.
−Removed: (3) Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower.
+Added: Excludes loans accounted for under the cost recovery method.
+Added: (3) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, 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.
8 unchanged sentences
2021 FL4 Collateralized Loan Obligation
−Removed: Collateral assets 25 $ 1,000,000 $ 1,000,000 + 3.09 % February 2024
−Removed: Financing provided 1 808,750 800,993 + 2.08 % November 2037
+Added: Senior CLO Securities Outstanding 1 $ 803,750 $ 797,373 + 1.66 % May 2038
+Added: Underlying Collateral Assets 34 1,000,000 1,000,000 + 3.42 % October 2024
2020 FL3 Collateralized Loan Obligation
−Removed: Collateral assets 31 1,500,000 1,500,000 + 3.17 % January 2024
−Removed: Financing provided 1 1,243,125 1,233,464 + 1.44 % February 2038
+Added: Senior CLO Securities Outstanding 1 808,750 804,096 + 2.10 % November 2037
+Added: Underlying Collateral Assets 18 1,000,000 1,000,000 + 3.06 % May 2024
2020 FL2 Collateralized Loan Obligation
−Removed: Collateral assets 15 666,334 666,334 + 3.39 % January 2023
−Removed: Financing provided 1 483,834 483,113 + 1.83 % June 2035
−Removed: 2017 Single Asset Securitization
−Removed: Collateral assets (4)
−Removed: 1 619,194 618,766 + 3.57 % June 2023
−Removed: Financing provided 1 404,929 404,929 + 1.63 % June 2033
−Removed: Collateral assets 72 $ 3,785,528 $ 3,785,100 + 3.25 %
−Removed: Financing provided (5)
+Added: Senior CLO Securities Outstanding 1 1,243,125 1,236,593 + 1.45 % February 2038
+Added: Underlying Collateral Assets 21 1,500,000 1,500,000 + 3.15 % March 2024
+Added: Senior CLO Securities Outstanding (4)
3 $ 2,855,625 $ 2,838,062 + 1.69 %
+Added: Underlying Collateral Assets 73 $ 3,500,000 $ 3,500,000 + 3.20 %
(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.
−Removed: (2) The weighted-average all-in yield and cost are expressed as a spread over USD LIBOR.
−Removed: (3) Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower.
+Added: (2) The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR and SOFR, as applicable to each securitized debt obligation.
+Added: As of December 31, 2021, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR.
+Added: As of December 31, 2021, one-month SOFR was 0.05 % and one-month USD LIBOR was 0.10 %.
+Added: (3) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, 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.
−Removed: (4) 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, 2021, we recorded $ 46.0 million of interest expense related to our securitized debt obligations.
5 unchanged sentences
Yield/Cost (1)
−Removed: Collateral assets 4 $ 446,276 $ 435,727 + 4.04 % March 2025
−Removed: Financing provided 4 $ 400,699 $ 393,824 + 2.78 % March 2025
+Added: Financing provided 4 $ 950,278 $ 942,503 + 3.29 % January 2026
+Added: Collateral assets 4 $ 1,094,450 $ 1,081,035 + 4.73 % January 2026
December 31, 2021
2 unchanged sentences
Yield/Cost (1)
−Removed: Collateral assets 4 $ 512,794 $ 499,085 + 4.65 % October 2023
−Removed: Financing provided 4 $ 399,699 $ 391,269 + 3.48 % October 2023
−Removed: (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.
−Removed: Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate.
−Removed: In addition to cash coupon, yield/cost includes the amortization of deferred origination fees / financing costs.
+Added: Financing provided 4 $ 400,699 $ 393,824 + 2.78 % March 2025
+Added: Collateral assets 4 $ 446,276 $ 435,727 + 4.04 % March 2025
+Added: (1) These floating rate loans and related liabilities are currency and indexed matched to the applicable benchmark rate relevant in each arrangement.
+Added: In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs.
(2) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower.
−Removed: Each of our asset-specific debt is term-matched to the corresponding collateral loans.
+Added: Our asset-specific debt is term-matched in each case to the corresponding collateral loans.
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
+Added: LOAN PARTICIPATIONS SOLD, NET
+Added: The financing of a loan by the non-recourse sale of a senior interest in the loan through a participation agreement generally does not qualify as a sale under GAAP.
+Added: Therefore, in the instance of such sales, we present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid.
+Added: The obligation to pay principal and interest on these liabilities is generally based on the performance of the related loan obligation, and does not require an actual cash outlay from us.
+Added: The gross presentation of loan participations sold does not impact stockholders’ equity or net income.
+Added: The following table details our loan participations sold ($ in thousands):
+Added: December 31, 2022
+Added: Loan Participations Sold Count Principal
+Added: Book Value Wtd.
+Added: Yield/Cost (1)
+Added: Senior Participation (3)
+Added: 1 $ 224,744 $ 224,232 + 3.22 % March 2027
+Added: Total Loan 1 $ 280,930 $ 278,843 + 4.86 % March 2027
+Added: (1) This non-debt participation sold structure is inherently matched in terms of currency and interest rate.
+Added: In addition to cash coupon, yield/cost includes the amortization of deferred fees and financing costs.
+Added: (2) The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by the borrower.
+Added: Our loan participation sold is term-matched to the corresponding collateral loan.
+Added: (3) During the year ended December 31, 2022, we recorded $ 7.9 million of interest expense related to our loan participations sold.
+Added: We did not have any loan participations sold as of December 31, 2021.
TERM LOANS, NET
−Removed: During the year ended December 31, 2021, we (i) increased our borrowings under our B-1 senior term loan facility, or B-1 Term Loan, by $ 200.0 million and (ii) increased our borrowings under our B-2 senior term loan facility, or B-2 Term Loan, by $ 100.0 million and decreased the interest rate by 2.50 % to USD LIBOR plus 2.75 %.
+Added: During the year ended December 31, 2022, we borrowed an additional $ 825.0 million under our term loan facilities, or the B-4 Term Loan.
+Added: The B-4 Term Loan bears interest at SOFR plus 3.50 % and matures in May 2029.
As of December 31, 2022, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):
3 unchanged sentences
B-3 Term Loan $ 415,168 + 2.75 % + 3.42 % April 23, 2026
−Removed: (1) The B-2 Term Loan borrowing is subject to a LIBOR floor of 0.50 %.
+Added: B-4 Term Loan $ 821,685 + 3.50 % + 4.11 % May 9, 2029
+Added: (1) The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50 %.
+Added: The B-1 Term Loan and B-3 Term Loan are indexed to one-month USD LIBOR and the B-4 Term Loan is indexed to one-month SOFR.
(2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.
−Removed: The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate principal balance due in quarterly installments.
−Removed: The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively, which will be amortized into interest expense over the life of the B-1 Term Loan.
−Removed: The issue discount and transaction expenses of the B-2 Term Loan were $ 9.6 million and $ 5.4 million, respectively, which will be amortized into interest expense over the life of the B-2 Term Loan.
+Added: The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate initial principal balance due in quarterly installments.
+Added: The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively.
+Added: The issue discount and transaction expenses of the B-3 Term Loan were $ 9.6 million and $ 5.4 million, respectively.
+Added: The issue discount and transaction expenses of the B-4 Term Loan were $ 17.3 million and $ 10.2 million, respectively.
+Added: These discounts and expenses will be amortized into interest expense over the life of each Term Loan.
+Added: During the year ended December 31, 2022, we recorded $ 86.6 million of interest expense related to our Term Loans, including $ 6.7 million of amortization of deferred fees and expenses.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):
1 unchanged sentence
Face value $ 2,157,218 $ 1,349,271
−Removed: Unamortized discount ( 9,209 ) ( 9,807 )
−Removed: Deferred financing costs ( 12,656 ) ( 11,255 )
+Added: Deferred financing costs and unamortized discount ( 42,669 ) ( 21,865 )
Net book value $ 2,114,549 $ 1,327,406
3 unchanged sentences
SENIOR SECURED NOTES, NET
−Removed: During the year ended December 31, 2021, we issued $ 400.0 million aggregate principal amount of 3.75 % senior secured notes due 2027, or the Senior Secured Notes.
As of December 31, 2022, the following Senior Secured Notes, were outstanding ($ in thousands):
3 unchanged sentences
The transaction expenses on the Senior Secured Notes were $ 6.3 million, which will be amortized into interest expense over the life of the Senior Secured Notes.
+Added: During the year ended December 31, 2022, we recorded $ 16.2 million of interest expense related to our Senior Secured Notes, including $ 1.2 million of amortization of deferred fees and expenses.
The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):
3 unchanged sentences
Net book value $ 395,166 $ 394,010
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
The covenants under our Senior Secured Notes require us to maintain a total debt to total assets ratio, as defined in the agreements, of not greater than 83.33 % and, in certain circumstances, a total unencumbered assets to total unsecured indebtedness ratio, as defined in the agreements, of 1.20 or greater.
−Removed: As of December 31, 2021 we were in compliance with these covenants.
+Added: As of December 31, 2022 and December 31, 2021, we were in compliance with these covenants.
CONVERTIBLE NOTES, NET
+Added: During the year ended December 31, 2022, we issued $ 300.0 million aggregate principal amount of 5.50 % convertible senior notes due 2027, or the March 2022 convertible notes.
+Added: In connection with this offering, we repurchased $ 64.7 million aggregate principal amount of our May 2017 convertible senior notes at a price of 100.25 % per $1,000 principal amount.
+Added: We repaid the remaining $ 337.9 million aggregate principal amount of our May 2017 convertible senior notes at maturity on May 5, 2022.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
As of December 31, 2022, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):
−Removed: Convertible Notes Issuance Face Value Interest Rate
−Removed: All-in Cost (1)
−Removed: Conversion Rate (2)
−Removed: May 2017 $ 402,500 4.38 % 4.85 % 28.0324 May 5, 2022
+Added: Convertible Notes Issuance Face Value Interest Rate All-in Cost (1)
+Added: Conversion Price (2)
March 2018 $ 220,000 4.75 % 5.33 % $ 36.23 March 15, 2023
+Added: March 2022 $ 300,000 5.50 % 5.94 % $ 36.27 March 15, 2027
(1) Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
−Removed: (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.
−Removed: 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, 2021.
−Removed: The Convertible Notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on January 31, 2022 and December 14, 2022 for the May 2017 and March 2018 convertible notes, respectively, at the applicable conversion rate in effect on the conversion date.
−Removed: Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date.
−Removed: We may not redeem the Convertible Notes prior to maturity.
−Removed: The last reported sale price of our class A common stock of $ 30.62 on December 31, 2021 was less than the per share conversion price of the May 2017 and March 2018 convertible notes.
−Removed: We have the intent and ability to settle each series of the Convertible Notes in cash and, as a result, the potential conversion of the Convertible Notes did not have any impact on our diluted earnings per share.
−Removed: Upon our issuance of the May 2017 convertible notes, we recorded a $ 979,000 discount based on the implied value of the conversion option and an assumed effective interest rate of 4.57 %, as well as $ 8.4 million of issue discount and issuance costs.
−Removed: Including the amortization of the discount and issuance costs, our total cost of the May 2017 convertible notes issuance is 4.91 % per annum.
−Removed: Upon our issuance of the March 2018 convertible notes, we recorded a $ 1.5 million discount based on the implied value of the conversion option and an assumed effective interest rate of 5.25 %, as well as $ 5.2 million of issue discount and issuance costs.
−Removed: Including the amortization of the discount and issuance costs, our total cost of the March 2018 convertible notes issuance is 5.49 % per annum.
+Added: (2) Represents the price of class A common stock per share based on a conversion rate of 27.6052 and 27.5702 , respectively, for the March 2018 and March 2022 convertible notes.
+Added: The conversion rate represents the number of shares of class A common stock issuable per $ 1,000 principal amount of Convertible Notes.
+Added: The cumulative dividend threshold as defined in the respective March 2018 and March 2022 convertible notes supplemental indentures have not been exceeded as of December 31, 2022.
+Added: Other than as provided by the optional redemption provisions with respect to our March 2022 convertible notes, we may not redeem the Convertible Notes prior to maturity.
+Added: The March 2022 convertible notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the applicable conversion rate in effect on the conversion date.
+Added: Thereafter, the March 2022 convertible notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date.
+Added: The March 2018 convertible notes are currently convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date.
+Added: We have elected to settle the March 2018 convertible notes in cash for any conversions that occur during the final conversion period.
+Added: The last reported sale price of our class A common stock of $ 21.17 on December 30, 2022, the last trading day in the year ended December 31, 2022, was less than the per share conversion price of the March 2018 and March 2022 convertible notes.
+Added: We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $ 2.4 million, an aggregate decrease to our accumulated deficit of $ 2.0 million, and an aggregate increase to our convertible notes, net, balance of $ 477,000 , as of January 1, 2022.
+Added: Subsequent to adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components.
+Added: This reduces the issue discount and results in less non-cash interest expense in our consolidated financial statements.
+Added: Additionally, ASU 2020-06 results in the reporting of diluted earnings per share for shares issuable under our convertible notes in our consolidated financial statements, if the effect is dilutive, regardless of our settlement intent.
+Added: Refer to Note 2 and Note 13 for additional discussion of ASU 2020-06 and our earnings per share calculation, respectively.
The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):
1 unchanged sentence
Face value $ 520,000 $ 622,500
−Removed: Unamortized discount ( 2,472 ) ( 5,715 )
−Removed: Deferred financing costs ( 152 ) ( 396 )
+Added: Deferred financing costs and unamortized discount ( 5,743 ) ( 2,624 )
Net book value $ 514,257 $ 619,876
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
The following table details our interest expense related to the Convertible Notes ($ in thousands):
4 unchanged sentences
Total interest expense $ 31,712 $ 31,545 $ 31,378
−Removed: Accrued interest payable for the Convertible Notes was $ 6.0 million as of both December 31, 2021 and December 31, 2020.
+Added: Accrued interest payable for the Convertible Notes was $ 7.9 million and $ 6.0 million as of December 31, 2022 and December 31, 2021, respectively.
Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
DERIVATIVE FINANCIAL INSTRUMENTS
−Removed: The sole objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our investments and/or financing transactions.
+Added: The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our investments and/or financing transactions.
These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks.
2 unchanged sentences
To mitigate this risk, we only enter into derivative financial instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and our affiliates may also have other financial relationships.
−Removed: Cash Flow Hedges of Interest Rate Risk
−Removed: Certain of our transactions expose us to interest rate risks, which include a fixed versus floating rate mismatch between our assets and liabilities.
−Removed: We use derivative financial instruments, which includes interest rate caps, and may also include interest rate swaps, options, floors, and other interest rate derivative contracts, to hedge interest rate risk.
−Removed: The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (notional amount in thousands):
−Removed: December 31, 2021
−Removed: Interest Rate Derivatives Number of
−Removed: Index Wtd.-Avg.
−Removed: Interest Rate Caps 1 $ 20,670 1.0 % CDOR 0.2
−Removed: December 31, 2020
−Removed: Interest Rate Derivatives Number of
−Removed: Index Wtd.-Avg.
−Removed: Interest Rate Caps 2 $ 38,293 1.0 % CDOR 0.8
−Removed: Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our floating rate debt.
−Removed: During the twelve months following December 31, 2021, we estimate that an additional $ 4,000 will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense.
Net Investment Hedges of Foreign Currency Risk
2 unchanged sentences
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.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Designated Hedges of Foreign Currency Risk
3 unchanged sentences
Foreign Currency Derivatives Number of
−Removed: Buy USD / Sell SEK Forward 1 kr 999,500 Buy USD / Sell EUR Forward 8 € 754,722
−Removed: Buy USD / Sell EUR Forward 7 € 731,182 Buy USD / Sell GBP Forward 4 £ 372,487
−Removed: Buy USD / Sell GBP Forward 2 £ 489,204 Buy USD / Sell AUD Forward 1 A$ 92,800
−Removed: Buy USD / Sell AUD Forward 3 A$ 188,600 Buy USD / Sell CAD Forward 1 C$ 26,200
+Added: Buy USD / Sell SEK Forward 2 kr 1,003,626 Buy USD / Sell SEK Forward 1 kr 999,500
+Added: Buy USD / Sell EUR Forward 8 € 722,311 Buy USD / Sell EUR Forward 7 € 731,182
+Added: Buy USD / Sell GBP Forward 6 £ 690,912 Buy USD / Sell GBP Forward 2 £ 489,204
+Added: Buy USD / Sell AUD Forward 8 A$ 541,813 Buy USD / Sell AUD Forward 3 A$ 188,600
+Added: Buy USD / Sell DKK Forward 3 kr.
195,019 Buy USD / Sell CAD Forward 2 C$ 22,100
+Added: Buy USD / Sell CAD Forward 2 C$ 22,187 Buy USD / Sell CHF Forward 1 CHF 5,200
Buy USD / Sell CHF Forward 2 CHF 5,263
4 unchanged sentences
Non-designated Hedges Number of
−Removed: Buy GBP / Sell EUR Forward 1 € 8,410 Buy EUR / Sell GBP Forward 2 £ 146,207
−Removed: Buy GBP / Sell USD Forward 3 £ 170,600 Buy USD / Sell EUR Forward 1 € 8,410
−Removed: Buy USD / Sell GBP Forward 3 £ 170,600
−Removed: Buy EUR / Sell USD Forward 2 € 165,560
−Removed: Buy USD / Sell EUR Forward 3 € 165,560
+Added: Buy GBP / Sell USD Forward 2 £ 109,076 Buy GBP / Sell USD Forward 3 £ 170,600
+Added: Buy USD / Sell GBP Forward 2 £ 109,076 Buy USD / Sell GBP Forward 3 £ 170,600
+Added: Buy AUD / Sell USD Forward 1 A$ 23,600 Buy EUR / Sell USD Forward 2 € 165,560
+Added: Buy USD / Sell AUD Forward 1 A$ 23,600 Buy USD / Sell EUR Forward 3 € 165,560
Buy CHF / Sell USD Forward 1 CHF 20,300
Buy USD / Sell CHF Forward 1 CHF 20,300
+Added: Buy GBP / Sell EUR Forward 1 € 8,410
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
Financial Statement Impact of Hedges of Foreign Currency Risk
The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):
−Removed: Increase (Decrease) to Net Interest Income Recognized from Foreign
−Removed: Exchange Contracts
+Added: Increase (Decrease) to Net Interest Income Recognized from Foreign Exchange Contracts
+Added: Year Ended December 31,
Foreign Exchange Contracts
2 unchanged sentences
(Expense) Recognized
−Removed: Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019
+Added: 2022 2021 2020
Designated Hedges Interest Income (1)
5 unchanged sentences
Total $ 19,948 $ 43 $ ( 497 )
−Removed: (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.
−Removed: These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S.
−Removed: dollar terms.
+Added: (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 prevailing US interest rates.
+Added: These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates.
(2) Represents the spot rate movement in our non-designated hedges, which are marked-to-market and recognized in interest expense.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Valuation and Other Comprehensive Income
4 unchanged sentences
Position (2) as of
−Removed: December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
−Removed: Derivatives designated as hedging instruments:
−Removed: Foreign exchange contracts $ 23,423 $ 521 $ 1,383 $ 55,758
−Removed: Interest rate derivatives — 1 — —
−Removed: Total $ 23,423 $ 522 $ 1,383 $ 55,758
−Removed: Derivatives not designated as
−Removed: hedging instruments:
−Removed: Foreign exchange contracts $ 7,108 $ — $ 4,507 $ 3,157
−Removed: Interest rate derivatives — — — —
−Removed: Total $ 7,108 $ — $ 4,507 $ 3,157
+Added: Foreign Exchange Contracts December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
+Added: Designated Hedges $ 501 $ 23,423 $ 111,573 $ 1,383
+Added: Non-Designated Hedges 6,848 7,108 8,092 4,507
Total Derivatives $ 7,349 $ 30,531 $ 119,665 $ 5,890
1 unchanged sentence
(2) Included in other liabilities in our consolidated balance sheets.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):
−Removed: Derivatives in
−Removed: Relationships
+Added: Derivatives in Hedging Relationships
Amount of Gain (Loss) Recognized in
OCI on Derivatives
+Added: from Accumulated OCI into Income Amount of
Loss Reclassified from
Accumulated OCI into Income
−Removed: Year Ended December 31, Accumulated Year Ended December 31,
−Removed: 2021 2020 2019 OCI into Income 2021 2020 2019
+Added: Year Ended December 31, Year Ended December 31,
+Added: 2022 2021 2020 2022 2021 2020
Net Investment Hedges
3 unchanged sentences
Interest rate derivatives — ( 5 ) ( 94 ) Interest Expense (2)
+Added: ( 4 ) ( 10 ) 7
Total $ 173,362 $ 81,598 $ ( 59,703 ) $ ( 4 ) $ ( 10 ) $ 7
−Removed: (1) During the years ended December 31, 2021, and December 31, 2020, we paid net cash settlements of $ 1.4 million and $ 43.0 million on our foreign currency contracts.
(1) During the year ended December 31, 2022, we received net cash settlements of $ 330.3 million on our foreign currency forward contracts.
−Removed: Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheets.
−Removed: (2) During the year ended December 31, 2021, we recorded total interest and related expenses of $ 340.2 million, which included interest expense of $ 10,000 related to our cash flow hedges.
−Removed: During the years ended December 31, 2020 and December 31, 2019, we recorded total interest and related expenses of $ 347.5 million and $ 458.5 million, respectively, which were reduced by $ 7,000 and $ 195,000 , respectively, related to income generated by our cash flow hedges.
+Added: During the years ended December 31, 2021, and 2020, we paid net cash settlements of $ 1.4 million and $ 43.0 million on our foreign currency contracts.
+Added: Those amounts are included as a component of accumulated other comprehensive income on our consolidated balance sheets.
+Added: (2) During the year ended December 31, 2022, and 2021, we recorded total interest and related expenses of $ 710.9 million and $ 340.2 million, respectively, which included $ 4,000 and $ 10,000 , respectively, related to our cash flow hedges.
+Added: During the year ended December 31, 2020, we recorded total interest and related expenses of $ 347.5 million, which was reduced by $ 7,000 related to income generated by our cash flow hedges.
Credit-Risk Related Contingent Features
1 unchanged sentence
In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions.
−Removed: As of December 31, 2021, we were in a net asset position with both of our derivative counterparties and did not have any collateral posted under these derivative contracts, which amount is included in other assets on our consolidated balance sheet.
−Removed: As of December 31, 2020,
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: we were in a net liability position with each such derivative counterparty and posted collateral of $ 51.1 million under these derivative contracts, which amount is included in other assets on our consolidated balance sheet.
+Added: As of December 31, 2022, we were in a net liability position with one of our counterparties and in a net asset position with our other counterparty.
+Added: As of December 31, 2022 we had collateral posted of $ 103.1 million.
+Added: As of December 31, 2021, we were in a net asset position with both of our derivative counterparties and did no t have any collateral posted under these derivative contracts.
Stock and Stock Equivalents
3 unchanged sentences
In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock.
−Removed: We did not have any shares of preferred stock issued and outstanding as of December 31, 2021 and December 31, 2020.
+Added: We did no t have any shares of preferred stock issued and outstanding as of December 31, 2022 and December 31, 2021.
Class A Common Stock and Deferred Stock Units
−Removed: Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive such dividends as may be authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.
−Removed: The following table details our issuance of class A common stock during the years ended December 31, 2021, 2020, and 2019 ($ in thousands, except share and per share data):
+Added: Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: The following table details our issuance of class A common stock during the years ended December 31, 2022, 2021 and 2020 ($ in thousands, except per share data):
Class A Common Stock Offerings
6 unchanged sentences
$ 70,651 $ 638,005 $ 297,599
+Added: (1) Represents shares issued under our at-the-market program.
(2) Issuance includes 296,901 shares issued under our at-the-market program, with a weighted-average gross share issue price of $ 33.67 .
1 unchanged sentence
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.
−Removed: (3) Issuance includes 1.9 million shares issued under our at-the-market program, with a weighted-average gross share issue price of $ 34.63 .
(4) Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.
(5) Net proceeds represent proceeds received from the underwriters less applicable transaction costs.
−Removed: 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.
+Added: For the year ended December 31, 2020, 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.
We also issue restricted class A common stock under our stock-based incentive plans.
Refer to Note 16 for additional discussion of these long-term incentive plans.
−Removed: In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors in lieu of cash compensation for services rendered.
+Added: In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors for services rendered.
These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:
11 unchanged sentences
(2) Includes 8,242 , 2,184 , and 2,050 shares issued under our dividend reinvestment program during the years ended December 31, 2022, 2021, and 2020, respectively.
−Removed: (3) Net of 29,580 , 879 , and 17,565 shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2021, 2020, and 2019, respectively.
+Added: (3) Includes 13,197 restricted shares issued to our board of directors during the year ended December 31, 2022.
+Added: (4) Net of 39,655 shares, 29,580 shares, and 879 shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2022, 2021, and 2020, respectively.
See Note 16 for further discussion of our stock-based incentive plans.
Dividend Reinvestment and Direct Stock Purchase Plan
−Removed: On March 25, 2014, we adopted a dividend reinvestment and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock.
+Added: We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock.
Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock.
The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us.
−Removed: During the years ended December 31, 2021, 2020, and 2019 we issued 2,184 shares, 2,050 shares, and 1,214 shares, respectively, of class A common stock under the dividend reinvestment component of the plan.
+Added: During the years ended December 31, 2022, 2021, and 2020, we issued 8,242 shares, 2,184 shares, and 2,050 shares, respectively, of class A common stock under the
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: dividend reinvestment component of the plan.
As of December 31, 2022, a total of 9,981,548 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
−Removed: On November 14, 2018, we entered into six equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 500.0 million of our class A common stock.
−Removed: On July 26, 2019, we amended our existing ATM Agreements and entered into one additional ATM Agreement.
+Added: As of December 31, 2022, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 699.1 million of our class A common stock.
Sales of class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended.
1 unchanged sentence
During the year ended December 31, 2022, we issued and sold 2,303,469 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 70.7 million.
−Removed: During the year ended December 31, 2020, we did not issue any shares of our class A common stock under ATM Agreements.
During the year ended December 31, 2021, we issued and sold 296,901 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 9.9 million.
+Added: During the year ended December 31, 2020, we did not issue any shares of our class A common stock under ATM Agreements.
As of December 31, 2022, sales of our class A common stock with an aggregate sales price of $ 480.9 million remained available for issuance under our ATM Agreements.
−Removed: We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code.
+Added: We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
Our dividend policy remains subject to revision at the discretion of our board of directors.
1 unchanged sentence
On December 15, 2022, we declared a dividend of $ 0.62 per share, or $ 106.5 million in aggregate, that was paid on January 13, 2023 to stockholders of record as of December 30, 2022.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
The following table details our dividend activity ($ in thousands, except per share data):
8 unchanged sentences
These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation.
−Removed: Our Convertible Notes are excluded from dilutive earnings per share as we have the intent and ability to settle these instruments in cash.
+Added: The shares issuable under our Convertible Notes are included in dilutive earnings per share using the if-converted method.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):
4 unchanged sentences
Weighted-average shares outstanding, basic and diluted (2)
+Added: 170,631,410 151,521,941 141,795,977
Per share amount, basic and diluted (2)
+Added: $ 1.46 $ 2.77 $ 0.97
(1) Represents net income attributable to Blackstone Mortgage Trust.
+Added: (2) For the year ended December 31, 2022, our Convertible Notes were not included in the calculation of diluted earnings per share, as the impact is antidilutive.
+Added: Our Convertible Notes could dilute earnings per share in future periods.
+Added: For the years ended December 31, 2021 and 2020, prior to the adoption of ASU 2020-06, our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash.
+Added: Refer to Note 2 and Note 11 for further discussion of ASU 2020-06 and our convertible notes, respectively.
Other Balance Sheet Items
1 unchanged sentence
As of December 31, 2022, total accumulated other comprehensive income was $ 10.0 million, primarily representing $ 259.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 249.8 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.
−Removed: As of December 31, 2020, total accumulated other comprehensive income was $ 11.2 million, primarily representing (i) $ 6.4 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies, and (ii) $ 4.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments.
+Added: As of December 31, 2021, total accumulated other comprehensive income was $ 8.3 million, primarily representing $ 86.4 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 78.1 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.
Non-Controlling Interests
5 unchanged sentences
Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Management and Incentive Fees
2 unchanged sentences
Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv) net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
During the years ended December 31, 2022, 2021, and 2020, we incurred $ 73.0 million, $ 64.2 million, and $ 60.4 million, respectively, of management fees payable to our manager.
7 unchanged sentences
Professional services $ 10,924 $ 7,759 $ 7,324
−Removed: $ 7,759 $ 7,324 $ 5,163
Operating and other costs 7,855 3,762 4,015
18,779 11,521 11,339
−Removed: Subtotal 11,521 11,339 8,198
Non-cash compensation expenses
3 unchanged sentences
Total general and administrative expenses $ 52,193 $ 43,168 $ 45,871
−Removed: (1) During the years ended December 31, 2021, 2020, and 2019, we recognized an aggregate $ 748,000 , $ 1.1 million, and $ 865,000 , respectively, of expenses related to our Multifamily Joint Venture.
+Added: (1) During the years ended December 31, 2022, 2021, and 2020, we recognized an aggregate $ 1.1 million, $ 748,000 , and $ 1.1 million, respectively, of expenses related to our Multifamily Joint Venture.
We have elected to be taxed as a REIT under the Internal Revenue Code for U.S.
1 unchanged sentence
We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S.
−Removed: federal income tax not to apply to our earnings that we distribute.
+Added: federal income tax not to apply to our earnings.
To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S.
7 unchanged sentences
As of December 31, 2022 and 2021, we were in compliance with all REIT requirements.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes.
2 unchanged sentences
We have not made UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.
−Removed: During the years ended December 31, 2021 and December 31, 2020, we recorded a current income tax provision of $ 423,000 and $ 323,000 , respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes.
−Removed: During the year ended December 31, 2019, we recorded a current income tax benefit of $ 506,000 , primarily due to a tax credit refund.
−Removed: We did not have any deferred tax assets or liabilities as of December 31, 2021 or 2020.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: During the years ended December 31, 2022, 2021 and 2020, we recorded a current income tax provision of $ 3.0 million, $ 423,000 , and $ 323,000 , respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes.
+Added: We did not have any deferred tax assets or liabilities as of December 31, 2022 or December 31, 2021.
We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in current or future periods.
1 unchanged sentence
As of December 31, 2022, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.
−Removed: We have a full valuation allowance against such NOLs as it is probable that they will expire unutilized.
+Added: We have recorded a full valuation allowance against such NOLs as it is probable that they will expire unutilized.
As of December 31, 2022, tax years 2019 through 2022 remain subject to examination by taxing authorities.
2 unchanged sentences
However, as of December 31, 2022, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.
−Removed: We had stock-based incentive awards outstanding under nine benefit plans as of December 31, 2021.
−Removed: Seven of such benefit plans have expired and no new awards may be issued under them.
−Removed: Under our two current benefit plans, a maximum of 5,000,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager.
−Removed: As of December 31, 2021, there were 1,170,042 shares available under our current benefit plans.
+Added: Under our two current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager.
+Added: As of December 31, 2022, there were 9,210,865 shares available under our current stock incentive plans.
+Added: Prior to the adoption and shareholder approval of our new stock incentive plans, we had stock-based incentive awards outstanding under nine stock incentive plans.
+Added: In connection with the adoption of our new stock incentive plans, we consolidated all outstanding DSUs under the new plans and retired the seven remaining historical plans.
+Added: As such, no new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards, other than DSUs, previously issued thereunder until such awards become vested or expire.
The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:
19 unchanged sentences
667,525 shares will vest in 2024;
−Removed: and 267,320 shares will vest in 2024.
+Added: and 267,765 will vest in 2025.
As of December 31, 2022, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 50.7 million based on the grant date fair value of shares granted.
22 unchanged sentences
Asset-specific debt, net 942,503 950,278 934,815 393,824 400,699 400,699
+Added: Loan participations sold, net 224,232 224,744 217,717 — — —
Secured term loans, net 2,114,549 2,157,218 2,103,943 1,327,406 1,349,271 1,335,844
8 unchanged sentences
Consolidated Variable Interest Entities
−Removed: We have financed a portion of our loans through the CLOs and the 2017 Single Asset Securitization, all of which are VIEs.
−Removed: During the year ended December 31, 2021, the 2017 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.
−Removed: We are the primary beneficiary of, and therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs through the subordinate interests we own.
+Added: We have financed a portion of our loans through the CLOs, all of which are VIEs.
+Added: We are the primary beneficiary of, and therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
−Removed: The following table details the assets and liabilities of our consolidated CLOs and 2017 Single Asset Securitization VIEs ($ in thousands):
+Added: to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs through the subordinate interests we own.
+Added: The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):
December 31, 2022 December 31, 2021
11 unchanged sentences
Non-Consolidated Variable Interest Entities
+Added: During the year ended December 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.
In the third quarter of 2018, we contributed a $ 517.5 million loan to the $ 1.0 billion 2018 Single Asset Securitization, which is a VIE, and invested in the related $ 99.0 million subordinate position.
−Removed: We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly affect the VIE’s economic performance and, therefore, do not consolidate the 2018 Single Asset Securitization on our balance sheet.
−Removed: We have classified the subordinate position we own as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets.
−Removed: Our maximum exposure to loss from the 2018 Single Asset Securitization is limited to our book value of $ 78.0 million as of December 31, 2021.
+Added: We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet.
+Added: We classified the subordinate position we owned as a held-to-maturity debt security that was included in other assets on our consolidated balance sheets.
We are not obligated to provide, have not provided, and do not intend to provide financial support to these consolidated and non-consolidated VIEs.
5 unchanged sentences
The per share price with respect to such issuance 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.
−Removed: In addition, during the years ended December 31, 2021, 2020, and 2019, we reimbursed our Manager for expenses incurred on our behalf of $ 601,000 , $ 1.0 million, and $ 1.1 million, respectively.
−Removed: As of December 31, 2021, our Manager held 1.1 million shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 33.4 million, and vest in installments over three years from the date of issuance.
−Removed: During the years ended December 31, 2021, 2020, and 2019, we recorded non-cash expenses related to shares held by our Manager of $ 15.3 million, $ 17.0 million, and $ 15.1 million, respectively.
−Removed: Refer to Note 15 for further details on our restricted class A common stock.
+Added: In addition, during the years ended December 31, 2022, 2021, and 2020, we incurred expenses of $ 896,000 , $ 601,000 , and $ 1.0 million, respectively, that were paid by our Manager and will be reimbursed by us.
+Added: As of December 31, 2022, our Manager held 1,178,855 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 32.3 million, and vest in installments over three years from the date of issuance.
+Added: During the years ended December 31, 2022, 2021, and 2020, we recorded non-cash expenses related to shares held by our Manager
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
+Added: of $ 16.6 million, $ 15.3 million, and $ 17.0 million, respectively.
+Added: Refer to Note 16 for further details on our restricted class A common stock.
An affiliate of our Manager is the special servicer of the CLOs.
This affiliate did not earn any special servicing fees related to the CLOs during the years ended December 31, 2022, 2021 or 2020.
−Removed: During the years ended December 31, 2021, 2020, and 2019, we originated three loans, two loans, and nine loans respectively, whereby the respective borrowers engaged an affiliate of our Manager to act as title insurance agent in connection with these transactions.
+Added: During the years ended December 31, 2021 and 2020, we originated three loans and two loans, respectively, whereby the respective borrowers engaged an affiliate of our Manager to act as title insurance agent in connection with these transactions.
We did not incur any expenses or receive any revenues as a result of these transactions.
−Removed: During the years ended December 31, 2021, 2020, and 2019, we incurred $ 385,000 , $ 487,000 , and $ 440,000 , respectively, of expenses for various administrative, compliance, and capital markets data services to third-party service providers that are affiliates of our Manager.
+Added: There were no similar transactions during the year ended December 31, 2022.
+Added: During the years ended December 31, 2022, 2021, and 2020, we incurred $ 524,000 , $ 385,000 , and $ 487,000 , respectively, of expenses for various administrative and operations services to third-party service providers that are affiliates of our Manager.
+Added: Affiliates of our Manager own interests in the controlling entity of BTIG, LLC.
+Added: We engaged BTIG, LLC as a sales agent to sell shares of our class A common stock under our ATM Agreements.
+Added: During the year ended December 31, 2022, BTIG, LLC received aggregate fees of $ 191,000 in such capacity.
+Added: The fees paid were on terms equivalent to those of other sales agents engaged to sell shares under our ATM Agreements.
+Added: In the second quarter of 2022, we participated in AUD 1.3 billion, or 24.5 %, of an aggregate AUD 5.4 billion senior loan that was originated by an unaffiliated third party to a borrower that is wholly-owned by Blackstone-advised investment vehicles.
+Added: Another Blackstone-advised investment vehicle participated in an additional AUD 1.3 billion, or 24.5 %, of the loan.
+Added: We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower.
+Added: The senior loan terms were negotiated by a third-party without our involvement and our 24.5 % interest in the senior loan was made on such market terms.
+Added: In the second quarter of 2022, we co-originated £ 250.0 million of an aggregate £ 500.0 million senior loan to an unaffiliated third-party.
+Added: A Blackstone-advised investment vehicle co-originated the additional pari passu £ 250.0 million of the loan.
+Added: In the second and fourth quarters of 2022, a Blackstone-advised investment vehicle acquired an aggregate $ 33.0 million participation, or 4 %, of the initial aggregate B-4 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.
+Added: Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 825,000 in such capacity.
+Added: Both of these transactions were on terms equivalent to those of unaffiliated parties.
In the fourth quarter of 2021, we co-originated A$ 450.0 million of an aggregate A$ 900.0 million senior loan to an unaffiliated third-party.
4 unchanged sentences
This transaction was on terms equivalent to those of unaffiliated parties.
−Removed: In the third quarter of 2021, we originated $ 246.6 million of a total $ 503.0 million senior loan to an unaffiliated third-party, which was part of a total financing that included a mezzanine loan originated by a Blackstone-advised investment vehicle.
+Added: In the third quarter of 2021, we participated in $ 246.6 million, or 49.0 %, of a total $ 503.3 million senior loan that was originated by an unaffiliated third party, which was part of a total financing that included a mezzanine loan originated by a Blackstone-advised investment vehicle.
We will forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone-advised investment vehicle controls the mezzanine loan.
The senior loan terms, with respect to the mezzanine lender, were negotiated by a third party without our involvement and our 49.0 % interest in the senior loan was made on such market terms.
−Removed: In the third quarter of 2021, we acquired £ 186.0 million of a total £ 379.6 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle.
+Added: The borrower is an unaffiliated third party.
+Added: In the third quarter of 2021, we acquired an aggregate £ 186.0 million, or 49.0 %, of a total £ 379.6 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle.
We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower.
The senior loan terms were negotiated by the original lender prior to our acquisition of the loan without our involvement, and we acquired the loan on such market terms.
−Removed: In the third quarter of 2021, we co-originated $ 243.6 million of a total $ 974.5 million senior loan to an unaffiliated third-party.
−Removed: A Blackstone-advised investment vehicle co-originated an additional pari passu $ 243.6 million of the loan and unaffiliated third-parties co-originated the remaining $ 487.3 million of the loan.
+Added: Blackstone Mortgage Trust, Inc.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: In the third quarter of 2021, we participated in $ 243.6 million, or 25.0 %, of an aggregate $ 974.5 million senior loan that was originated by an unaffiliated third party as part of a broadly marketed process.
+Added: A Blackstone-advised investment vehicle participated in an additional $ 243.6 million, or 25.0 %, of the loan.
The loan proceeds were used by the borrower to repay an existing loan previously owned by us.
3 unchanged sentences
In the second quarter of 2021, we acquired an additional € 100.0 million interest in the senior loan from an unaffiliated lender, bringing our total interest to 22 % of the aggregate senior loan.
−Removed: In the second quarter of 2021, we acquired € 50.0 million of a total € 491.0 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle.
+Added: In the second quarter of 2021, we acquired an aggregate € 50.0 million of a total € 491.0 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle.
We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower.
−Removed: The senior loan terms were negotiated by the original lenders prior to our acquisition of the loan without our involvement and our 10 % interest in the senior loan was made on such market terms.
+Added: The senior loan terms were negotiated by the original lenders prior to our acquisition of the loan without our involvement.
In the second quarter of 2021 and 2020, certain Blackstone-advised investment vehicles acquired an aggregate $ 20.0 million participation, or 15 %, of the initial aggregate B-3 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.
4 unchanged sentences
The senior loan terms were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms.
−Removed: Blackstone Mortgage Trust, Inc.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: In the first quarter of 2020, we acquired a $ 140.0 million interest in a total $ 421.5 million senior loan to a borrower that is partially owned by a Blackstone-advised investment vehicle.
−Removed: We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower.
−Removed: The senior loan terms were negotiated by third parties without our involvement and our 33 % interest in the senior loan was made on such market terms.
−Removed: In the third quarter of 2019, we originated $ 214.3 million of a total $ 437.4 million senior loan to an unaffiliated third party, which was part of a total financing that included a mezzanine loan originated by a Blackstone advised investment vehicle.
−Removed: We will forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone advised investment vehicle controls the mezzanine loan.
−Removed: The senior loan terms, with respect to the mezzanine lender, were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms.
−Removed: In the third quarter of 2020, we entered into a loan modification with the borrower, which was negotiated by the Blackstone advised investment vehicle that owns the mezzanine loan, and was approved by the third party, majority senior lender, on behalf of the entire senior loan.
−Removed: In the second and fourth quarter of 2019, certain Blackstone-advised investment vehicles acquired an aggregate $ 60.0 million participation, or 8 %, of the total B-1 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.
−Removed: Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transactions and received aggregate fees of $ 750,000 in such capacity.
+Added: In the first quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $ 5.5 million participation, or 3 %, of the $ 200 million increase to our B-1 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.
+Added: Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 200,000 in such capacity.
Both of these transactions were on terms equivalent to those of unaffiliated parties.
COMMITMENTS AND CONTINGENCIES
−Removed: Impact of COVID-19
−Removed: As further discussed in Note 2, the full extent of the impact of COVID-19 on the global economy generally, and our business in particular, is uncertain.
−Removed: As of December 31, 2021, no contingencies have been recorded on our consolidated balance sheet as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on our financial condition, results of operations, and cash flows.
−Removed: Refer to Note 2 for further discussion of COVID-19.
Unfunded Commitments Under Loans Receivable
−Removed: As of December 31, 2021, we had aggregate unfunded commitments of $ 4.2 billion across 118 loans receivable and $ 2.5 billion of committed or identified financing for those commitments resulting in net unfunded commitments of $ 1.7 billion.
−Removed: The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans.
+Added: As of December 31, 2022, we had aggregate unfunded commitments of $ 3.8 billion across 121 loans receivable, and $ 2.4 billion of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 1.4 billion.
+Added: The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans.
Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets.
13 unchanged sentences
Total obligation $ 13,549,748 $ 950,278 $ 2,157,218 $ 400,000 $ 520,000 $ 17,577,244
−Removed: (1) The allocation of repayments under our secured debt and asset-specific debt 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.
+Added: (1) Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral.
+Added: Therefore, the allocation of payments under such agreements is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.
+Added: In limited instances, the maturity date of the respective debt agreement is used.
(2) The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the initial principal balance due in quarterly installments.
2 unchanged sentences
Refer to Note 11 for further details on our Convertible Notes.
−Removed: (4) Total does not include $ 2.9 billion of consolidated securitized debt obligations, $ 1.5 billion of non-consolidated senior interests, and $ 300.1 million of non-consolidated securitized debt obligations, as the satisfaction of these liabilities will not require cash outlays from us.
+Added: (4) Total does not include $ 2.7 billion of consolidated securitized debt obligations, $ 1.6 billion of non-consolidated senior interests, and $ 224.7 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.
Board of Directors’ Compensation
−Removed: As of December 31, 2021, of the nine members of our board of directors, our six independent directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 will be paid in the form of cash and $ 115,000 will be paid in the form of deferred stock units or, beginning in 2022, at their election, shares of restricted common stock.
+Added: As of December 31, 2022, of the nine members of our board of directors, our six independent directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 is paid in cash and $ 115,000 is paid in the form of deferred stock units or, at their election, shares of restricted common stock.
The other three board members, including our chairman and our chief executive officer, are not compensated by us for their service as directors.
8 unchanged sentences
Maturity Date (3)
−Removed: Loans (5)(7)(8)
Senior Mortgage Loans (1)
Senior loans in excess of 3% of the carrying amount of total loans
−Removed: Borrower A Office / Ireland + 2.54 % 2024 I/O $ — $ 1,160,153 $ 1,155,748
−Removed: Borrower B Mixed-Use / Spain + 3.25 % 2023 I/O — 821,873 820,781
+Added: Borrower A Mixed-Use / Ireland + 3.06 % 2024 I/O $ — $ 1,033,286 $ 1,028,715
+Added: Borrower B Office / New York + 4.49 % 2025 I/O — 905,355 898,541
+Added: Borrower C Hospitality / Australia + 4.75 % 2029 I/O 901,360 893,114
Senior loans less than 3% of the carrying amount of total loans
2 unchanged sentences
Senior Mortgage Loans Multifamily / Diversified + 1.60 % – 5.45 %
−Removed: I/O — 5,162,805 5,115,567
+Added: I/O & P/I — 6,260,294 6,221,889
Senior Mortgage Loans Hospitality / Diversified + 2.20 % – 4.75 %
−Removed: I/O — 3,311,723 3,288,135
+Added: I/O & P/I — 3,958,016 3,938,183
Senior Mortgage Loans Industrial / Diversified + 2.60 % – 4.60 %
−Removed: I/O — 1,076,179 1,067,608
+Added: I/O & P/I — 1,587,788 1,573,804
Senior Mortgage Loans Mixed-Use / Diversified + 2.65 % – 4.60 %
1 unchanged sentence
Senior Mortgage Loans Retail / Diversified + 2.25 % – 3.18 %
−Removed: I/O — 409,917 406,311
+Added: I/O & P/I — 725,563 721,805
Senior Mortgage Loans Other / Diversified + 3.25 % – 4.70 %
8 unchanged sentences
Maturity Date (3)
−Removed: Loans (5)(7)(8)
Subordinate Loans (8)
1 unchanged sentence
Subordinate loans Various / Diversified + 2.65 % – 4.50 %
−Removed: I/O & P/I $ 1,512,675 $ 421,084 $ 415,599
+Added: I/O $ 1,649,939 $ 392,990 $ 388,947
Total subordinate loans $ 1,649,939 $ 392,990 $ 388,947
3 unchanged sentences
(1) Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu participations in senior mortgage loans.
−Removed: (2) The interest payment rates are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR, SOFR, GBP LIBOR, SONIA, EURIBOR, BBSY, CDOR, and SARON, as applicable to each loan.
+Added: (2) The interest payment rates are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR, SOFR, SONIA, EURIBOR, and other indices, 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.
−Removed: (5) As of December 31, 2021, there were no loans with delinquent principal or interest.
(5) Represents only third party liens.
+Added: (6) As of December 31, 2022, there were no loans with delinquent principal or interest.
(7) The tax basis of the loans included above is $ 23.6 billion as of December 31, 2022.
−Removed: (8) For one of our multifamily loans, during the three months ended December 31, 2021, we charged off $ 14.4 million of the CECL reserve and reduced the loan's outstanding principal balance to $ 37.5 million.
(8) Includes subordinate interests in mortgages and mezzanine loans.
−Removed: (10) As of December 31, 2021, we had a total CECL reserve of $ 124.7 million on our loans receivable, of which $ 54.9 million is specifically related to one of our loans receivable with an outstanding principal balance of $ 286.3 million, as of December 31, 2021.
−Removed: 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.
+Added: (9) As of December 31, 2022, we had a total CECL reserve of $ 326.1 million on our loans receivable, of which $ 189.8 million is specifically related to five of our loans receivable with an aggregate outstanding principal balance of $ 930.0 million as of December 31, 2022.
+Added: This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions, including inflationary pressures and market volatility.
+Added: Refer to Note 3 for additional information on our CECL reserve.
Blackstone Mortgage Trust, Inc.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.