Transactions With Related Parties

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Transactions With Related Parties

TRANSACTIONS WITH RELATED PARTIES

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2024, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated.

As of December 31, 2023 and 2022, our consolidated balance sheets included $26.3 million and $33.8 million of accrued management and incentive fees payable to our Manager, respectively. During the years ended December 31, 2023, 2022, and 2021, we paid aggregate management and incentive fees of $126.6 million, $104.8 million, and $79.3 million, respectively, to our Manager. In addition, during the years ended December 31, 2023, 2022, and 2021, we incurred expenses of $3.4 million, $896,000, and $601,000, respectively, that were paid by our Manager and will be reimbursed by us.

As of December 31, 2023, our Manager held 1,311,056 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $32.2 million, and vest in installments over three years from the date of issuance. During the years ended December 31, 2023, 2022, and 2021, we recorded non-cash expenses related to shares held by our Manager of $14.6 million, $16.6 million, and $15.3 million respectively. Refer to Note 16 for further details on our restricted class A common stock.

As of December 31, 2023, our Manager, its affiliates, Blackstone employees, and our directors held an aggregate 12,531,542 shares, or 7.2%, of our class A common stock, of which 7,582,044 shares, or 4.4%, were held by subsidiaries of Blackstone, including our Manager. Additionally, our directors held 359,464 of deferred stock units as of December 31, 2023.

CT Investment Management Co., LLC, or CTIMCO, an affiliate of our Manager, is the special servicer of the CLOs. CTIMCO did not earn any special servicing fees related to the CLOs during the years ended December 31, 2023, 2022, and 2021.

During the year ended December 31, 2021, we originated three loans 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. There were no similar transactions during the years ended December 31, 2023 and 2022.

We have engaged Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l., portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, corporate support services, operational

services, and management services. These services are provided on an allocated cost basis. Additionally, we have engaged an affiliate of our Manager to provide internal audit services. During the years ended December 31, 2023, 2022 and 2021, we incurred $658,000, $524,000, and $385,000, respectively, of expenses for various administrative and operations services to these service providers that are affiliates of our Manager.

Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. We utilized BTIG as a broker to engage third-parties to facilitate our repurchase of our Senior Secured Notes. During the year ended December 31, 2023, we repurchased $500,000 of our Senior Secured Notes utilizing BTIG as a broker. BTIG received aggregate fees of $1,000 in such capacity. The fees were on terms equivalent to those of other brokers under similar arrangements. BTIG did not act as a broker to engage third-parties to repurchase our Senior Secured Notes during the years ended December 31, 2022 or 2021. Additionally, we engaged BTIG as a sales agent to sell shares of our class A common stock under our ATM Agreements. During the year ended December 31, 2022, BTIG received aggregate fees of $191,000 in such capacity. The fees paid were on terms equivalent to those of other sales agents engaged to sell shares under our ATM agreements. BTIG did not sell any shares under our ATM agreements in the years ended December 31, 2023 or 2021.

In the first quarter of 2019, we originated £240.1 million of a total £490.0 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower. In the second quarter of 2023, the loan was modified to include, among other changes, an extension of the loan's maturity date, an additional borrower equity contribution and partial repayment, and an increase in the loan’s contractual interest rate (a portion of which is paid-in-kind). The terms of the modification were negotiated by our third-party co-lender, and we agreed to the modification on such terms.

In the second quarter of 2022, we participated in A$1.3 billion, or 24.5%, of an aggregate A$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. Another Blackstone-advised investment vehicle participated in an additional A$1.3 billion, or 24.5%, of the loan. We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower. 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.

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. A Blackstone-advised investment vehicle co-originated the additional pari passu £250.0 million of the loan.

In the second and fourth quarters of 2022, a Blackstone-advised investment vehicle acquired an aggregate $33.0 million participation, or 4%, of the aggregate B-4 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. 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. Both of these transactions were on terms equivalent to those of unaffiliated parties.

In the fourth quarter of 2021, we issued $400.0 million aggregate principal amount of 3.75% Senior Secured Notes. The Senior Secured Notes were issued at par and have a maturity date of January 15, 2027. Blackstone Securities Partners L.P., an affiliate of our Manager, participated in the offering of the Senior Secured Notes and received compensation of $400,000 in connection therewith. This transaction was on terms equivalent to those of unaffiliated parties.

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. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $350,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties.

In the first quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $5.5 million participation, or 3%, of the $200.0 million increase to our B-1 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. 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.