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BLACKSTONE MORTGAGE TRUST, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

July 2, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 27, 2014, a special-purpose wholly-owned subsidiary (the "Seller") of Blackstone Mortgage Trust, Inc. (the "Company") entered into a Master Repurchase Agreement (the "Master Repurchase Agreement") with Metropolitan Life Insurance Company (the "Buyer"). The Master Repurchase Agreement provides for advances of up to $500.0 million in the aggregate, which the Company expects to use to finance certain eligible loans, as more particularly described in the Master Repurchase Agreement.

Advances under the Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the applicable LIBOR index rate plus (ii) the applicable spread, depending on the attributes of the purchased loans. The initial maturity date of the facility is June 29, 2015, subject to five one-year extension options, exercisable at the Seller's option. Maturity dates for individual advances are tied to the one-year anniversary of their respective purchase date by the Buyer, subject to extensions until their respective purchased loan maturity dates, at the Seller's discretion and conditioned upon Seller's delivery of notice and certain other conditions.

In connection with the Master Repurchase Agreement, the Company executed a Guaranty in favor of the Buyer (the "Guaranty"), pursuant to which the Company guarantees the obligations of the Seller under the Master Repurchase Agreement up to a maximum liability of 50% of the then currently outstanding repurchase obligations under the Master Repurchase Agreement. The Company may also be liable under the Guaranty for customary "bad-boy" events.

The Master Repurchase Agreement and the Guaranty contain various affirmative and negative covenants including the following financial covenants applicable to the Company: (i) ratio of EBITDA to fixed charges of not less than 1.40 to 1.00; (ii) tangible net worth of not less than approximately $971.7 million plus 75% of the net cash proceeds of any equity issuance on or after the date of the agreements; (iii) cash liquidity of not less than the greater of (x) $10.0 million or (y) 5% of the Company's recourse indebtedness; and (iv) indebtedness shall not exceed 83.3333% of the Company's total assets.

The Buyer or its affiliates have provided, or may in the future provide, certain commercial banking, financial advisory, investment banking and other services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.

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Source: Edgar Glimpses


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