8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2013

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

345 Park Avenue, 42nd Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

In connection with a new universal shelf registration statement on Form S-3ASR that Blackstone Mortgage Trust, Inc. (the “Company”) expects to file with the Securities and Exchange Commission (the “SEC”) promptly after filing this Current Report on Form 8-K with the SEC, the Company is filing certain financial information previously disclosed by it in its prospectus filed with the SEC on May 23, 2013 pursuant to Rule 424(b)(4) in connection with the Company’s May 2013 public offering of its class A common stock.

The following financial statements are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference:

• statements of revenues and certain expenses of West Coast Office Portfolio for the three months ended March 31, 2013 (unaudited) and the year ended December 31, 2012; and

• statements of revenues and certain expenses of West Coast Office Park for the three months ended March 31, 2013 (unaudited) and the year ended December 31, 2012.

In addition, the following unaudited pro forma financial information is attached as Exhibit 99.3 and is incorporated herein by reference:

• pro forma consolidated statements of operations for the year ended December 31, 2012;

• pro forma consolidated balance sheet as of March 31, 2013; and

• pro forma consolidated statements of operations for the three months ended March 31, 2013.

The pro forma financial information gives effect to certain pro forma events described therein and has been presented for informational purposes only. It does not purport to project the future financial position or operating results of the Company.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report on Form 8-K (including the exhibits hereto) contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the Company’s filings with the SEC. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
99.1	Statements of revenues and certain expenses of West Coast Office Portfolio for the three months ended March 31, 2013 (unaudited) and the year ended December 31, 2012
99.2	Statements of revenues and certain expenses of West Coast Office Park for the three months ended March 31, 2013 (unaudited) and the year ended December 31, 2012
99.3	Unaudited pro forma financial information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACKSTONE MORTGAGE TRUST, INC.
Date: July 26, 2013
	By:	/s/ Geoffrey G. Jervis
	Name:	Geoffrey G. Jervis
	Title:	Chief Financial Officer

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-103662, 333-106970, 333-147954, 333-151331, and 333-174646) and Form S-8 (Nos. 333-39743, 333-72725, 333-120145, 333-144929, 333-179668 and 333-189806) of Blackstone Mortgage Trust, Inc. of our report dated May 13, 2013 relating to the statement of revenues and certain operating expenses of West Coast Office Portfolio for the year ended December 31, 2012 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the purpose and basis of presentation of the statement), appearing in this Form 8-K of Blackstone Mortgage Trust, Inc.

/s/ Deloitte & Touche LLP

July 26, 2013

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-103662, 333-106970, 333-147954, 333-151331, and 333-174646) and Form S-8 (Nos. 333-39743, 333-72725, 333-120145, 333-144929, 333-179668 and 333-189806) of Blackstone Mortgage Trust, Inc. of our report dated May 13, 2013 relating to the statement of revenues and certain operating expenses of West Coast Office Park for the year ended December 31, 2012 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the purpose and basis of presentation of the statement), appearing in this Form 8-K of Blackstone Mortgage Trust, Inc.

/s/ Deloitte & Touche LLP

July 26, 2013

EX-99.1

Exhibit 99.1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of

Blackstone Mortgage Trust, Inc.

345 Park Avenue,

New York, NY 10154

We have audited the accompanying statement of revenues and certain operating expenses of West Coast Office Portfolio (the “Company”), for the year ended December 31, 2012, and the related notes (the “Statement”).

Management’s Responsibility for the Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statement that is free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Company for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

We draw attention to Note 1 to the Statement, which describes that the accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Registration Statement on Form S-11, as amended, of Blackstone Mortgage Trust, Inc.) and is not intended to be a complete presentation of the Company’s revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ DELOITTE & TOUCHE LLP

New York, NY

May 13, 2013

1

WEST COAST OFFICE PORTFOLIO

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

	Three Months Ended March 31, 2013 (Unaudited)		Year Ended December 31, 2012
Revenues:
Rental revenue	$	8,672,055	$	32,332,232
Recovery and reimbursement revenue		2,444,797		9,778,960
Other revenue		72,499		178,469
Total revenues		11,189,351		42,289,661
Certain operating expenses:
Utilities, repairs and maintenance expenses		1,065,446		5,493,831
Real estate taxes and insurance expenses		1,535,127		5,574,818
Total certain operating expenses		2,600,573		11,068,649
Revenues in excess of certain operating expenses	$	8,588,778	$	31,221,012

See accompanying notes to statements of revenues and certain operating expenses.

2

WEST COAST OFFICE PORTFOLIO

NOTES TO THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

For the Three Months Ended March 31, 2013 (Unaudited) and

the Year Ended December 31, 2012

NOTE 1 – BASIS OF PRESENTATION

Blackstone Mortgage Trust, Inc. (the “Company”) expects to finance an office portfolio located in the West Coast of the United States (the “Office Portfolio” or the “Property”).

The financial results presented in the statements of revenues and certain operating expenses (the “Operating Statement”) has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and with the provisions of Rule 3-14 of Regulation S-X, which require certain information with respect to real estate operations to be included with certain filings with the SEC. The Operating Statement includes the historical revenues and certain operating expenses of the Property, exclusive of items which may not be comparable to the operations of the Property subsequent to the loan expected to be originated by the Company. Material amounts that would not be directly attributable to future operating results of the Property are excluded, and the financial statements are not intended to be a complete presentation of the Property’s revenues and expenses. Items excluded consist primarily of management fees, landlord expenses and depreciation.

The Operating Statement for the three months ended March 31, 2013 is unaudited. In the opinion of management, the unaudited interim period includes all adjustments, which are of normal and recurring nature, necessary for a fair and consistent presentation of the Property’s results of operations. The results of operations for the unaudited interim period presented are not necessarily indicative of full year results of operations.

In the preparation of the accompanying Operating Statement, subsequent events were evaluated through May 13, 2013, the date the Operating Statement was issued.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Property is being leased to tenants under operating leases and minimum rental income is recognized on a straight-line basis over the remaining term of the respective leases for the year ended December 31, 2012 and for the three months ended March 31, 2013. Expected reimbursements for recoverable real estate taxes and operating expenses are included in reimbursement revenue in the period when such costs are incurred.

Repairs and Maintenance

Expenditures for repairs and maintenance are expensed as incurred.

Use of Estimates

The preparation of the Operating Statement in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

3

WEST COAST OFFICE PORTFOLIO

NOTES TO THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES - (Continued)

For the Three Months Ended March 31, 2013 (Unaudited) and

the Year Ended December 31, 2012

NOTE 3 – LEASE

Future minimum lease payments to be received by the Property as of December 31, 2013 under non-cancelable operating leases are as follows:

Year Ending December 31,	Amount
2013	$	35,278,751
2014		29,488,268
2015		16,483,867
2016		10,845,418
2017		7,192,889
Thereafter		2,299,763
Total	$	101,588,956

The minimum future rental payments represent the base rent required to be paid under the terms of the leases and provides for annual fixed increases in base rent, as well as operating expense reimbursements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Litigation

The Property may be subject to legal claims in the ordinary course of business. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on the Property’s results of operations.

Environmental Matters

In connection with the ownership and operation of real estate, the Property may be potentially liable for costs and damages related to environmental matters. The Property has not been notified by any governmental authority of any non-compliance, liability, or other claim. The Company is not aware of any other environmental matters which it believes is reasonably possible to have a material effect on the Property’s results of operations.

4

EX-99.2

Exhibit 99.2

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of

Blackstone Mortgage Trust, Inc.

345 Park Avenue,

New York, NY 10154

We have audited the accompanying statement of revenues and certain operating expenses of West Coast Office Park (the “Company”), for the year ended December 31, 2012, and the related notes (the “Statement”).

Management’s Responsibility for the Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statement that is free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Company for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

We draw attention to Note 1 to the Statement, which describes that the accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Registration Statement on Form S-11, as amended, of Blackstone Mortgage Trust, Inc.) and is not intended to be a complete presentation of the Company’s revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ DELOITTE & TOUCHE LLP

New York, NY

May 13, 2013

1

WEST COAST OFFICE PARK

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

	Three Months Ended March 31, 2013 (Unaudited)		Year Ended December 31, 2012
Revenues:
Rental revenue	$	1,541,094	$	4,439,622
Recovery and reimbursement revenue		572,538		1,811,913
Other revenue		956		15,370
Total revenues		2,114,588		6,266,906
Certain operating expenses:
Utilities, repairs and maintenance expenses		409,402		1,593,434
Real estate taxes and insurance expenses		325,090		1,215,434
Total certain operating expenses		734,492		2,808,868
Revenues in excess of certain operating expenses	$	1,380,096	$	3,458,037

See accompanying notes to statements of revenues and certain operating expenses.

2

WEST COAST OFFICE PARK

NOTES TO THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

For the Three Months Ended March 31, 2013 (Unaudited) and

the Year Ended December 31, 2012

NOTE 1 – BASIS OF PRESENTATION

Blackstone Mortgage Trust, Inc. (the “Company”) expects to finance an office park located in the West Coast of the United States (the “Office Park” or the “Property”).

The financial results presented in the statements of revenues and certain operating expenses (the “Operating Statement”) has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and with the provisions of Rule 3-14 of Regulation S-X, which require certain information with respect to real estate operations to be included with certain filings with the SEC. The Operating Statement includes the historical revenues and certain operating expenses of the Property, exclusive of items which may not be comparable to the operations of the Property subsequent to the loan expected to be originated by the Company. Material amounts that would not be directly attributable to future operating results of the Property are excluded, and the financial statements are not intended to be a complete presentation of the Property’s revenues and expenses. Items excluded consist primarily of management fees, landlord expenses and depreciation.

The Operating Statement for the three months ended March 31, 2013 is unaudited. In the opinion of management, the unaudited interim period includes all adjustments, which are of normal and recurring nature, necessary for a fair and consistent presentation of the Property’s results of operations. The results of operations for the unaudited interim period presented are not necessarily indicative of full year results of operations.

In the preparation of the accompanying Operating Statement, subsequent events were evaluated through May 13, 2013, the date the Operating Statement was issued.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Property is being leased to tenants under operating leases and minimum rental income is recognized on a straight-line basis over the remaining term of the respective leases for the year ended December 31, 2012 and for the three months ended March 31, 2013. Expected reimbursements for recoverable real estate taxes and operating expenses are included in reimbursement revenue in the period when such costs are incurred.

Repairs and Maintenance

Expenditures for repairs and maintenance are expensed as incurred.

Use of Estimates

The preparation of the Operating Statement in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

3

WEST COAST OFFICE PARK

NOTES TO THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES - (Continued)

For the Three Months Ended March 31, 2013 (Unaudited) and

the Year Ended December 31, 2012

NOTE 3 – LEASE

Future minimum lease payments to be received by the Property as of December 31, 2013 under non-cancelable operating leases are as follows:

Year Ending December 31,	Amount
2013	$	4,739,055
2014		4,988,390
2015		4,657,035
2016		4,113,068
2017		3,306,063
Thereafter		1,747,445
Total	$	23,551,056

The minimum future rental payments represent the base rent required to be paid under the terms of the leases and provides for annual fixed increases in base rent, as well as operating expense reimbursements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Litigation

The Property may be subject to legal claims in the ordinary course of business. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on the Property’s results of operations.

Environmental Matters

In connection with the ownership and operation of real estate, the Property may be potentially liable for costs and damages related to environmental matters. The Property has not been notified by any governmental authority of any non-compliance, liability, or other claim. The Company is not aware of any other environmental matters which it believes is reasonably possible to have a material effect on the Property’s results of operations.

4

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Except where the context suggests otherwise, the terms “company,” “we,” “us,” “our,” and “Blackstone Mortgage Trust” refer to Blackstone Mortgage Trust, Inc., a Maryland corporation, formerly known as Capital Trust, Inc., and its subsidiaries; “Manager” refers to BXMT Advisors L.L.C., a Delaware limited liability company, formerly known as BREDS/CT Advisors L.L.C., our external manager; “Blackstone” refers to The Blackstone Group L.P., a Delaware limited partnership, and its subsidiaries; and “Prospectus” refers to the prospectus filed by the company with the Securities and Exchange Commission pursuant to Rule 424(b)(4) in connection with the company’s May 2013 public offering of its class A common stock. The information and assumptions contained herein is accurate only as of the date of the Prospectus, and has not been updated for known events which have occurred subsequent to the date of the Prospectus.

The following unaudited pro forma statements of operations for the year ended December 31, 2012 and the three months ended March 31, 2013 have been prepared to give pro forma effect to: (1) the sale of our investment management and servicing business and certain other assets to an affiliate of Blackstone on December 19, 2012, including the de-consolidation of certain collateralized debt obligations (“CDOs”) which are no longer consolidated as a result thereof; (2) our entry into a management agreement with our Manager; and (3) the May 2013 offering based on the assumptions herein and use of proceeds thereof, together with the proceeds of related repurchase financing in originating and purchasing the loans in our initial portfolio, in each case as if they occurred on January 1, 2012. The unaudited pro forma statement of operations has been adjusted to reflect the one-for-ten reverse stock split that we effected prior to the consummation of the May 2013 offering. The following unaudited pro forma balance sheet as of March 31, 2013 has been prepared to give pro forma effect to the May 2013 offering based on the assumptions herein and use of proceeds thereof, together with the proceeds of related repurchase financing, in originating and purchasing the loans in our initial portfolio, in each case as if they occurred on March 31, 2013. The following pro forma statements of operations and balance sheet are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.

You should read the following information together with the information contained under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and the notes thereto incorporated by reference into the Prospectus.

Blackstone Mortgage Trust, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2012

(in thousands, except share and per share data)

(unaudited)

	Actual		Pro Forma Adjustments									Pro Forma
			CTIMCO Sale Transaction			CDO De-Consolidation			Common Stock Offering, Initial Portfolio, and Related Financing Agreements
Income from loans and other investments:
Interest and related income	$	34,939	$	—		$	(21,458)	(b)	$	37,878	(c)	$	51,359
Less: Interest and related expenses		38,138		—			(17,735)	(b)		8,341	(d)		28,744
(Loss) income from loans and other investments, net		(3,199)		—			(3,723)			29,537			22,615
Other expenses:
General and administrative		10,369		54	(a)		—			8,613	(e)		19,036
Total other expenses		10,369		54			—			8,613			19,036
Total other-than-temporary impairments of securities		—		—			—			—			—
Portion of other-than-temporary impairments of securities recognized in other comprehensive income		(160)		—			160	(b)		—			—
Net impairments recognized in earnings		(160)		—			160			—			—
Recovery of provision for loan losses		36,147		—			(8)	(b)		—			36,139
Fair value adjustment on investment in CT Legacy Assets		51,904		—			—			—			51,904
Gain on deconsolidation of subsidiary		200,283		—			—			—			200,283
Gain on sale of investments		6,000		—			—			—			6,000
Income from equity investments		1,781		(1,781)	(a)		—			—			—
Income before income taxes		282,387		(1,835)			(3,571)			20,924			297,905
Income tax provision		174		—			—			—			174
Income from continuing operations		282,213		(1,835)			(3,571)			20,924			297,731
Net income attributable to noncontrolling interests		(98,780)		—			558	(b)		—			(98,222)
Income from continuing operations attributable to Blackstone Mortgage Trust, Inc.	$	183,433	$	(1,835)		$	(3,013)		$	20,924		$	199,509

	Actual		Pro Forma Adjustments				Pro Forma
			CTIMCO Sale Transaction	CDO De-Consolidation	Common Stock Offering, Initial Portfolio, and Related Financing Agreements
Per share information:
Income from continuing operations per share of common stock
Basic	$	78.19					$	8.03	(f)
Diluted	$	74.16					$	7.99	(f)
Weighted average shares of common stock outstanding
Basic		2,345,943	—	—		22,500,000		24,845,943	(f)
Diluted		2,475,294	—	—		22,500,000		24,975,294	(f)

(a) The pro forma balance excludes the accounts of our investment management and special servicing business, which was sold to an affiliate of Blackstone on December 19, 2012. In addition, all amounts related to discontinued operations have been excluded from the pro forma consolidated statement of operations.

(b) The pro forma balance excludes the accounts of CT CDO II, CT CDO IV, and MSC 2007-XLCA, which are no longer consolidated as a result of the sale of our investment management and special servicing business and certain other assets to an affiliate of Blackstone on December 19, 2012.

(c) Represents the interest income, including amortization of origination fees, generated by our initial portfolio, assuming an investment date of January 1, 2012 and LIBOR of 0.20%, which was the rate as of March 31, 2013. For further detail regarding the terms of the loans in our initial portfolio, see “Business—Our Initial Portfolio” in the Prospectus.

(d) Represents the interest expense, including amortization of deferred financing costs, incurred under repurchase facilities, assuming (i) borrowing $310.0 million on January 1, 2012, (ii) a weighted-average coupon of LIBOR+2.40% per annum, and (iii) LIBOR of 0.20%, which was the rate as of March 31, 2013.

(e) Represents the additional base management fees payable during the period, assuming net offering proceeds of $550.1 million on January 1, 2012. For further detail regarding the terms of the management agreement with our Manager, see “Our Manager and the Management Agreement—Management Agreement” in the Prospectus.

(f) Pro forma earnings per share amounts are calculated by dividing the applicable pro forma income or loss by the pro forma weighted average shares of common stock outstanding. Pro forma weighted average shares of common stock outstanding includes (i) the actual weighted average shares outstanding during the period and (ii) the number of shares issued in the May 2013 offering, assuming they were issued on January 1, 2012.

Blackstone Mortgage Trust, Inc. and Subsidiaries

Pro Forma Consolidated Balance Sheet

as of March 31, 2013

(in thousands, except per share data)

(unaudited)

	Actual		Pro Forma Adjustments			Pro Forma
Assets
Cash and cash equivalents	$	15,361	$	50,928	(a)	$	66,289
Restricted cash		12,719		—			12,719
Securities, at fair value		11,702		—			11,702
Loans receivable, at fair value		150,332		—			150,332
Loans receivable, net		139,500		807,855	(b)		947,355
Loans held-for-sale, net		1,800		—			1,800
Equity investments in unconsolidated subsidiaries		20,046		—			20,046
Accrued interest receivable, prepaid expenses, and other assets		13,693		1,325	(c)		15,018
Total assets	$	365,153	$	860,108		$	1,225,261
Liabilities & Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	30,760	$	—		$	30,760
Secured notes		8,671		—			8,671
Repurchase obligations		20,214		310,000	(c)		330,214
Securitized debt obligations		136,944		—			136,944
Interest rate swap liabilities		6,119		—			6,119
Total liabilities	$	202,708	$	310,000		$	512,708
Equity:
Class A common stock, $0.01 par value		293		225	(d)		518
Additional paid-in capital		609,040		549,883	(d)		1,158,923
Accumulated deficit		(533,238)		—			(533,238)
Total Blackstone Mortgage Trust, Inc. stockholders’ equity		76,095		550,108			626,203
Noncontrolling interests		86,350		—			86,350
Total equity		162,445		550,108			712,553
Total liabilities and equity	$	365,153	$	860,108		$	1,225,261

(a) Increase in cash and cash equivalents is comprised of the following:

Net proceeds from the offering, see (d) below	$	550,108
Net borrowings under repurchase facilities, see (c) below		308,675
Investments in loans receivable, see (b) below		(807,855)
	$	50,928

(b) Represents the expected amount invested in our initial loan portfolio of $811.3 million, offset by the related origination fees of $3.5 million. For further detail regarding the terms of the loans in our initial portfolio, see “Business—Our Initial Portfolio” in the Prospectus.

(c) Represents borrowings under repurchase facilities in connection with our investment in our initial portfolio and the associated deferred financing costs. For purposes of the pro forma balance sheet and our pro forma statements of operations, we are assuming that $499.2 million of the net proceeds of the May 2013 offering will initially be invested in the origination and purchase of our initial loan portfolio, with the balance of the amount invested in that portfolio to be funded by borrowings under repurchase facilities. We expect our leverage to increase over time to, on a debt-to-equity basis, a ratio of up to 3-to-1.

(d) Represents the May 2013 offering, reflecting gross proceeds of $573.8 million, based on the sale of 22,500,000 shares at the public offering price of $25.50 per share. Net proceeds will be used to acquire the remaining 83.333% of our joint venture with an affiliate of Blackstone, to originate and acquire the loans in our initial portfolio and our target assets in a manner consistent with our investment strategies and investment guidelines and for working capital and general corporate purposes.

Blackstone Mortgage Trust, Inc. and Subsidiaries

Pro Forma Consolidated Statements of Operations

Three Months Ended March 31, 2013

(in thousands, except share and per share data)

(Unaudited)

	Actual		Pro Forma Adjustments			Pro Forma
Income from loans and other investments:
Interest and related income	$	1,456	$	9,469	(a)	$	10,925
Less: Interest and related expenses		777		2,085	(b)		2,862
Income from loans and other investments, net		679		7,384			8,063
Other expenses:
General and administrative		2,038		2,140	(c)		4,178
Total other expenses		2,038		2,140			4,178
Valuation allowance on loans held-for-sale		(200)		—			(200)
(Loss) income before income taxes		(1,559)		5,244			3,685
Income tax provision		38		—			38
Net (loss) income	$	(1,597)	$	5,244		$	3,647
Net income attributable to noncontrolling interests		(1,518)		—			(1,518)
Net (loss) income attributable to Blackstone Mortgage Trust, Inc.	$	(3,115)	$	5,244		$	2,129
Per share information:
Net (loss) income per share of common stock:
Basic	$	(1.03)				$	0.08	(d)
Diluted	$	(1.03)				$	0.08	(d)
Weighted average shares of common stock outstanding:
Basic		3,016,425		22,500,000			25,516,425	(d)
Diluted		3,016,425		22,500,000			25,516,425	(d)

(a) Represents the interest income, including amortization of origination fees, generated by our initial portfolio, assuming an investment date of January 1, 2012 and LIBOR of 0.20%, which was the rate as of March 31, 2013. For further detail regarding the terms of the loans in our initial portfolio, see “Business—Our Initial Portfolio” in the Prospectus.

(b) Represents the interest expense, including amortization of deferred financing costs, incurred under repurchase facilities, assuming (i) borrowing $310.0 million on January 1, 2012, (ii) a weighted-average coupon of LIBOR+2.40% per annum, and (iii) LIBOR of 0.20%, which was the rate as of March 31, 2013.

(c) Represents the additional base management fees payable during the period, assuming net offering proceeds of $550.1 million on January 1, 2012. For further detail regarding the terms of the management agreement with our Manager, see “Our Manager and the Management Agreement—Management Agreement” in the Prospectus.

(d) Pro forma earnings per share amounts are calculated by dividing pro forma net income attributable to Blackstone Mortgage Trust, Inc. by the pro forma weighted average shares of common stock outstanding. Pro forma weighted average shares of common stock outstanding includes (i) the actual weighted average shares outstanding during the period and (ii) the number of shares issued in this offering, assuming they were issued on January 1, 2012.