Blackstone Mortgage Trust Announces Pricing for Public Offering of Senior Convertible Bonds | Business

NEW YORK–(BUSINESS WIRE)–March 24, 2022–

Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the “Company”) today announced the pricing of an underwritten public offering in the aggregate principal amount of $300 million of its 5-point convertible senior notes. .50% due 2027 (the “Notes”). The offering is expected to close on March 29, 2022 and is subject to customary closing conditions. The offering will raise gross proceeds of approximately $300 million, or $345 million if the underwriters exercise their option to purchase additional notes solely to fully cover the over-allotments.

The Company intends to use the net proceeds of the offering for general corporate purposes, which may include the repayment of debt, including a portion of the outstanding aggregate principal amount of $402.5 million. of the Company’s 4.375% senior convertible bonds due 2022, and support the origination of additional commercial mortgages and other target assets and investments.

The Notes will bear interest semi-annually at a rate of 5.50% per annum and will mature on March 15, 2027. The Notes will have an initial conversion rate of 27.5702 Class A common shares of the Company per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $36.27 per Class A common share of the Company and a conversion premium of approximately 15% based on the closing price of the share of $31.54 per Class A common share of the Company on March 24, 2022). The initial conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to December 15, 2026, the Notes will only be convertible in certain circumstances and during certain periods, and thereafter will be convertible at any time prior to the close of business on the second scheduled trading day prior to maturity. The conversion rate and the conversion price will be subject to adjustment in the event of the occurrence of certain events. In addition, upon certain corporate events or a redemption notice (as described below), the Company will, in certain circumstances, increase the conversion rate for Holders who convert Notes pursuant to such corporate event or redemption notice. Upon conversion, holders will receive cash, Class A common shares of the Company or a combination thereof at the option of the Company.

The Notes will be redeemable, in whole or in part, for cash at the option of the Company at any time and from time to time, commencing on March 20, 2025 and no later than the 35th scheduled Trading Day immediately prior to the Maturity Date. . , but only if the last declared sale price per share of the Company’s Class A common stock exceeds 120% of the conversion price for a specified period. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, where applicable, up to the redemption date excluded. If a “fundamental change” (as it will be defined in the Note Indenture) occurs, then, subject to a limited exception, Holders may require the Company to redeem their Notes for cash. The redemption price will be equal to the principal amount of the Notes to be redeemed together with accrued and unpaid interest up to, but excluding, the applicable redemption date.

Citigroup, BofA Securities, Barclays, JP Morgan, Morgan Stanley and Wells Fargo Securities are acting as joint account holders for the offering.

The offering has been made pursuant to the Company’s then effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).

The offering of these securities may only be made by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Phone: 800-831-9146; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus—[email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, phone: 888-603-5847, email: [email protected]; JP Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by phone at 1-866 803 9204, or by email at prospectus-eq—[email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd St. 14th Floor, New York, NY 10001 or (800) 326-5897 or email a request to [email protected]

This press release does not constitute an offer to sell or a solicitation of an offer to buy and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of such state or territory.

About Blackstone Mortgage Trust

Blackstone Mortgage Trust (NYSE: BXMT) is a real estate finance company that issues senior loans secured by commercial real estate in North America, Europe and Australia. Our investment objective is to preserve and protect shareholder capital while producing attractive risk-adjusted returns, primarily through dividends generated from current income from our loan portfolio. Our portfolio consists primarily of loans secured by high-quality institutional assets in major markets, sponsored by experienced and well-capitalized real estate investment owners and operators. These Senior Loans are capitalized by accessing a variety of financing options, based on our view of the most prudent strategy available for each of our investments. We are externally managed by BXMT Advisors LLC, a subsidiary of Blackstone.

About Blackstone

Blackstone (NYSE: BX) is the world’s largest alternative asset manager. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies in which it invests and the communities in which it operates. Blackstone does this by using amazing people and flexible capital to help companies solve their problems. Blackstone’s $881 billion in assets under management include investment vehicles focused on private equity, real estate, debt and public equity, infrastructure, life sciences, growth equity, low-quality opportunistic credit, real assets and secondary funds, all on a global scale.

Forward-looking statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the use of words such as “outlook”, “target”, “indicator”, “believes”, “expects”, “potential”, “continues”, “may”, ” will,” “should,” “seek,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” or the negative version of these or other comparable words. forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. Blackstone Mortgage Trust believes that these factors include, but are not limited to, limited to those described in the section titled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as such factors may be updated from time to time in its filings. periodicals with the SEC which are accessible on the website of the SE C at address These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this release and in the filings. Blackstone Mortgage Trust undertakes no obligation to update or supplement any forward-looking statements that become untrue due to subsequent events or circumstances.

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SOURCE: Blackstone Mortgage Trust, Inc.

Copyright BusinessWire 2022.

PUBLISHED: 03/24/2022 10:11 PM / DISK: 03/24/2022 10:11 PM

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