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): April 10, 2015

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 1.01 Entry into a Material Definitive Agreement.

Loan Portfolio Acquisition

On April 10, 2015, Blackstone Mortgage Trust, Inc. (the “Company”) announced that it had entered into a Memorandum of Designation and Understanding (the “Designation Agreement”) whereby it has agreed to acquire a $4.6 billion portfolio of commercial mortgage loans secured by properties located in North America and Europe (the “Loan Portfolio”) from General Electric Capital Corporation and certain of its affiliates (collectively, “GE Capital” or the “Sellers”). Additional detail regarding the Loan Portfolio is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The acquisition of the Loan Portfolio is expected to close in stages beginning in the second quarter of 2015, subject to the satisfaction or waiver of various closing conditions, as described below.

Pursuant to the terms of the Designation Agreement, dated as of April 10, 2015, among the Company, a special purpose wholly-owned subsidiary (the “Purchaser”) of Blackstone Real Estate Partners VIII L.P. (“BREP VIII”), and BREP VIII, each, an affiliate of The Blackstone Group L.P. (“Blackstone”) and an affiliate of BXMT Advisors L.L.C. (the “Manager”), the Company’s external manager, the Company has been designated as the purchaser for the Loan Portfolio in accordance with the terms of a Purchase and Sale Agreement, dated as of April 10, 2015 (the “Purchase and Sale Agreement” and, together with the Designation Agreement, the “Transaction Agreements”), by and among GE Capital, the Purchaser and certain other purchaser parties. The Purchase and Sale Agreement provides for the sale of a majority of GE Capital’s global real estate debt and equity business, consisting of a portfolio of real-estate related assets, including properties, loans, mortgages and other interests, for an aggregate purchase price of approximately $23 billion (the “Global Acquisition”).

The aggregate purchase price to be paid by the Company for the Loan Portfolio is approximately $4.4 billion in cash (the “Purchase Price”), subject to certain specified adjustments for prepaid loans and other customary adjustments set forth in the Purchase and Sale Agreement. In addition, the Company will assume $0.2 billion of unfunded commitments. The Company intends to fund the Purchase Price with equity and debt financing. For additional information, see Item 7.01 and “Wells Fargo Facility” under Item 8.01 of this Current Report on Form 8-K.

Under the terms of the Designation Agreement, the Company has agreed to, among other things, acquire the Loan Portfolio, and assume and timely perform the obligations and liabilities of the Purchaser under the Purchase and Sale Agreement with respect to the Loan Portfolio. At each closing contemplated by the Purchase and Sale Agreement that includes loans that are part of the Loan Portfolio, the Company has agreed to pay the Sellers that portion of the purchase price allocable to such assets under the Purchase and Sale Agreement. The Purchaser may not, without the Company’s consent, amend the Purchase and Sale Agreement as it affects (i) the Loan Portfolio and (ii) the Company’s rights and obligations as the designated purchaser for the Loan Portfolio under the Purchase and Sale Agreement. The Designation Agreement also provides for allocation of certain other rights and responsibilities of the parties, including as to indemnification.

The Company’s acquisition of the Loan Portfolio is expected to close in stages beginning in the second quarter of 2015, subject to regulatory approval and the satisfaction or waiver of certain customary closing conditions set forth in the Transaction Agreements. However, there can be no assurance that the closing of the Global Acquisition and therefore the acquisition of all or any part of the Loan Portfolio will occur. In the event the Company is unable to close the acquisition of the Loan Portfolio it may be liable to other purchasers under the Purchase and Sale Agreement, including certain affiliates of Blackstone, for damages that are not in excess of the $1.5 billion termination fee for the Purchase and Sale Agreement. The termination fee is reduced after the initial debt and equity closings to

be equal to 15% of the purchase price for all Deferred Assets (as defined in the Purchase and Sale Agreement) remaining to be sold. The parties may terminate the Purchase and Sale Agreement if the initial closing has not occurred on or prior to December 31, 2015.

Item 2.02 Results of Operations and Financial Condition.

Preliminary Results for the Quarter Ended March 31, 2015

Although the Company’s financial results for the first quarter of 2015 have not been finalized, the following preliminary, unaudited information reflects the Company’s expectations with respect to its financial results for the three months ended March 31, 2015 based on currently available information. The Company’s independent auditor has not completed a review of these preliminary estimated financial results. The Company’s actual results may vary from the preliminary results, and such variances may be material. In addition, these preliminary results are not necessarily indicative of results to be expected for any future period, including the year ending December 31, 2015. This preliminary financial data has been prepared by and is the responsibility of the Company. The Company has not fully completed its review of these preliminary financial results and final financial results for the three months ended March 31, 2015. The Company does not expect the acquisition of the Loan Portfolio and related transactions to impact these preliminary financial results for the three months ended March 31, 2015.

During the quarter ended March 31, 2015, the Company closed five senior loans representing total commitments of $897.1 million, for an average loan size of $179.4 million. The Company funded $903.2 million under these and other loans and received repayments of $333.1 million, resulting in net loan fundings of $570.1 million during the quarter. These loan fundings were financed with a net $209.7 million of borrowings under revolving repurchase facilities, net borrowings of $90.8 million under asset–specific repurchase agreements, and the sale of a $256.0 million senior loan participation during the quarter. In addition, the Company amended two of its revolving credit facilities during the quarter to provide an additional $500.0 million of revolving credit facility capacity, for a total additional financing capacity of $859.1 million including the new asset-specific repurchase agreement and the senior loan participation.

During the three months ended March 31, 2015, the Company declared a dividend of $0.52 per share, and expects earnings per share of $0.60 and Core Earnings per share of $0.54. Core Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company uses Core Earnings to evaluate its performance excluding the effects of certain transactions and GAAP adjustments that are not necessarily indicative of its current loan origination platform and results of operations. See below for important additional discussion regarding Core Earnings. As of March 31, 2015, the Company expects consolidated book value per share to be between $24.85 and $24.90.

The following preliminary estimated (unaudited) results summarize the Company’s operations for the three months ended March 31, 2015, including a reconciliation between net income determined in accordance with GAAP and Core Earnings ($ in millions, except per share data):

	Three Months Ended March 31, 2015
	Preliminary
	(unaudited)
Net income attributable to Blackstone Mortgage Trust, Inc.	$	35.4
Weighted-average shares outstanding, basic and diluted		58,576,025
Earnings per share, basic and diluted	$	0.60
Adjustments to reconcile to Core Earnings
CT Legacy Portfolio net income		(8.4	)
Non-cash compensation expense		3.3
Incentive management fees		1.2
Amortization of discount on convertible notes		0.4
Realized foreign currency loss not included in net income		(0.1	)
Core Earnings (1)	$	31.8
Weighted-average shares outstanding, basic and diluted		58,576,025
Core earnings per share, basic and diluted	$	0.54

(1) Core Earnings is a non-GAAP measure, which the Company defines as GAAP net income (loss), including realized gains and losses not otherwise included in GAAP net income (loss), and excluding (i) net income (loss) attributable to the Company’s CT Legacy Portfolio, (ii) non-cash equity compensation expense, (iii) incentive management fees, (iv) depreciation and amortization, (v) unrealized gains (losses), and (vi) certain non-cash items. Core Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by the Manager, subject to approval by a majority of the Company’s independent directors.

The Company believes that Core Earnings provides meaningful information to consider in addition to net income and cash flow from operating activities determined in accordance with GAAP. This adjusted measure helps the Company to evaluate its performance by excluding the effects of certain transactions and GAAP adjustments that it believes are not necessarily indicative of its current loan origination platform and results of operations. The Company also uses Core Earnings to calculate the incentive and base management fees due to the Manager under its management agreement and, as such, it believes that the disclosure of Core Earnings is useful to its investors.

Core Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to GAAP net income, or an indication of the Company’s GAAP cash flows from operations, a measure of its liquidity, or an indication of funds available for its cash needs. In addition, the Company’s methodology for calculating Core Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, the Company’s reported Core Earnings may not be comparable to the Core Earnings reported by other companies.

Other than the information filed under Items 1.01, 8.01 and 9.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.3, the information in this Current Report on Form 8-K, including the information furnished under Items 2.02 and 7.01 and in Exhibit 99.2 hereto, is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On April 13, 2015, the Company issued a press release announcing a proposed underwritten public offering of shares of its class A common stock. The full text of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

Wells Fargo Facility

Concurrently with the Company’s entry into the Designation Agreement, the Company also entered into an agreement with Wells Fargo Bank, National Association (“Wells Fargo”) that will, subject to customary terms and conditions, provide for $4.0 billion of secured financing (the “Wells Fargo facility”). The Company intends to use the funds to be made available to it under the Wells Fargo facility, together with proceeds of the proposed equity offering, and available borrowings under existing revolving credit facilities to finance the Purchase Price. The Wells Fargo facility is expected to consist of a single agreement providing for a credit line of approximately $4.0 billion that includes the Sequential Repay Advance (as defined below) that will provide for an aggregate blended advance rate of 85% of the purchase price of the pledged collateral, of which approximately $3.8 billion will be advanced upon closing plus an additional approximately $0.2 billion will be available for potential future fundings of loans. The Wells Fargo facility includes an approximately $0.2 billion year one sequential repay advance (the “Sequential Repay Advance”) that is repayable from principal repayments on the loans, with any remaining borrowings to be repaid after one year. The Wells Fargo facility is expected to have a five year term, which may be extended pursuant to two one-year extension options, other than the Sequential Repay Advance portion of the Wells Fargo facility which is expected to be repaid in full after one year if any amounts remain outstanding at such time. Borrowings under the Wells Fargo facility (other than the Sequential Repay Advance) are expected to accrue interest at a per annum pricing rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five. Borrowings under the Sequential Repay Advance portion of the Wells Fargo facility are expected to accrue interest at a per annum pricing rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. In connection with the Wells Fargo facility, the Company expects it will execute guarantee agreements, pursuant to which it will guarantee obligations under the Wells Fargo facility up to a maximum liability of 25% of outstanding borrowings (subject to a $250.0 million floor), other than Sequential Repay Advance borrowings under the Wells Fargo facility for which the Company expects to guarantee 100% of outstanding borrowings. The agreement that will govern the Wells Fargo facility is expected to contain various other customary covenants, terms and conditions. However, the closing of the Wells Fargo facility is subject to the negotiation, in good faith, and the execution and delivery of definitive documentation acceptable to the parties and certain other customary terms and conditions, and there can be no assurance that the Company will be able to obtain such financing on terms acceptable to it or at all.

Risks Related to the Loan Portfolio Acquisition

Set forth on Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference, are certain risk factors relating to contemplated acquisition of the Loan Portfolio.

Unaudited Pro Forma Financial Information

Certain unaudited pro forma financial information is attached as Exhibit 99.4 to this Current report on Form 8-K and is incorporated herein by reference. The unaudited 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.

Amendment To charter

On April 8, 2015, the Board of Directors of the Company approved an amendment to the Company’s charter to increase the number of authorized shares of its stock from 200,000,000 to 300,000,000, including an increase in the authorized number of shares of its class A common stock, par value $0.01 per share, from 100,000,000 to 200,000,000. The Company intends to file articles of amendment to the Company’s charter (the “Articles of Amendment”) on April 13, 2015 with the State Department of Assessments and Taxation of Maryland to effect such amendment. The Articles of Amendment will become effective upon filing.

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in Exhibit 99.3 to this Current Report, as such factors may be updated from time to time in the Company’s filings with the Securities and Exchange Commission. 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
99.1	Loan Portfolio details.
99.2	Press Release of Blackstone Mortgage Trust, Inc., dated April 13, 2015.
99.3	Risks related to the contemplated Loan Portfolio acquisition.
99.4	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: April 13, 2015	By:	/s/ Randall S. Rothschild
	Name:	Randall S. Rothschild
	Title:	Secretary and Managing Director, Head of Legal and Compliance

EX-99.1

Exhibit 99.1

Loan Portfolio Details

The following preliminary description of the Loan Portfolio is prepared as of April 10, 2015 based on the Company’s review of loan documentation and other information provided by GE Capital in conjunction with the Global Acquisition to date. The Company expects to continue its review of the Loan Portfolio until closing. In addition, certain loans may be repaid prior to the closing of the Loan Portfolio acquisition. Accordingly, the Loan Portfolio that the Company ultimately acquires may have different characteristics than those described below, and such differences may be material.

The following table provides aggregate statistics of the Loan Portfolio as of March 31, 2015 ($ in thousands):

Principal balance	$	4,414,598
Unfunded commitments	$	193,596
Number of loans		82
Wtd. avg. origination loan-to-value(1)		67.6	%
Weighted average credit spread(2)		4.21	%
Fixed/Floating		49.93% / 50.07	%

(1) Represents the loan-to-value based on information provided to the Company as part of diligence performed in conjunction with the Global Acquisition. This percentage is subject to change as the Company has not completed the process of updating all appraisals of the properties securing the Loan Portfolio.

(2) For floating rate loans, represents the spread over the applicable base rate. For fixed rate loans, represents the spread over the applicable swaps rate.

The tables below detail the property type and geographic distribution of the properties securing the Loan Portfolio ($ in thousands):

	Principal Balance		Percentage
United States	$	3,010,050		68	%
Canada		666,910		15	%
United Kingdom		419,191		10	%
Germany		318,447		7	%
	$	4,414,598		100	%
Manufactured Housing	$	1,393,784		31	%
Office		1,144,419		26	%
Hotel		719,143		16	%
Retail		511,651		12	%
Residential		178,389		4	%
Other		467,212		11	%
	$	4,414,598		100	%

Based on information currently available to the Company, on a pro forma stabilized basis after giving effect to (i) the closing of the Loan Portfolio and the Wells Fargo Facility, (ii) expected near-term loan repayments, and (iii) LIBOR floors for loans receivable investments, and based on expected annualized net interest income of the combined portfolio, and all else being equal, a decrease in LIBOR to 0.08% from its current 0.18% would increase annual net interest income by $0.01 per share and increases in LIBOR to 0.68%, 1.18% and 2.18% would increase annual net interest income per share by $0.03, $0.08 and $0.19, respectively.

EX-99.2

Exhibit 99.2

BLACKSTONE MORTGAGE TRUST ANNOUNCES

PUBLIC OFFERING OF CLASS A COMMON STOCK

New York, NY – April 13, 2015 – Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the “Company”) today announced it has commenced an underwritten public offering of 17,500,000 shares of its class A common stock. The underwriters will be granted a 30-day option by the Company to purchase up to an additional 2,625,000 shares.

The Company intends to use the net proceeds from the offering to pay for a portion of the purchase price for its proposed acquisition of a portfolio of commercial mortgage loans from GE Capital Real Estate, and for working capital and other general corporate purposes.

Certain affiliates of The Blackstone Group L.P. (“Blackstone”) have indicated an interest in purchasing $37.5 million of the Company’s class A common stock in the offering at the public offering price (which investment would be in addition to the more than 5% of its class A common stock currently held by affiliates of Blackstone). In addition, the Company has reserved up to an additional $20.0 million of its class A common stock for sale under a directed share program to employees of Blackstone and its affiliates. No underwriting discounts or commissions will be paid with respect to any such shares. Because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell fewer shares to Blackstone in the offering, and, as a result, Blackstone may ultimately acquire fewer shares than it desires in the offering.

Citigroup, BofA Merrill Lynch, J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering.

The offering will be made pursuant to the Company’s currently effective shelf registration statement filed with the Securities and Exchange Commission.

The offering of these securities may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained by contacting: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, tel: 800-831-9146; BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, tel: 1-866-803-9204; or Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Blackstone Mortgage Trust

Blackstone Mortgage Trust (NYSE: BXMT) is a real estate finance company that originates and acquires senior loans collateralized by properties in North America and Europe. The Company is externally managed by BXMT Advisors L.L.C., a subsidiary of Blackstone, and is a real estate investment trust traded on the NYSE under the symbol “BXMT.” Blackstone Mortgage Trust is headquartered in New York City.

About Blackstone

Blackstone (NYSE: BX) is one of the world’s leading investment firms. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, and the communities in which it works. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems. Blackstone’s asset management businesses, with almost $300 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services.

Forward-Looking Statements

This release may contain 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, which reflect Blackstone Mortgage Trust’s proposed loan portfolio acquisition and, current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Blackstone Mortgage Trust believes these factors include but are not limited to those described under the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and under the section entitled “Risks Related to the Loan Portfolio Acquisition” in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2015, as such factors may be updated from time to time in its periodic filings with the SEC which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the filings. Blackstone Mortgage Trust assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events or circumstances.

Investor and Media Relations Contact

Weston Tucker

Blackstone

+1 (888) 756-8443

tucker@blackstone.com

EX-99.3

Exhibit 99.3

Risks Related to the Loan Portfolio Acquisition

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; “Manager” refers to BXMT Advisors L.L.C., a Delaware limited liability company, our external manager; and “Blackstone” refers to The Blackstone Group L.P., a Delaware limited partnership, and its subsidiaries.

Blackstone’s, our Manager’s and third party service providers’ due diligence of the Loan Portfolio may not reveal all of the liabilities or negative conditions associated with the assets in the Loan Portfolio, which could lead to losses.

Affiliates of Blackstone, including our Manager, have reviewed and assessed various factors and characteristics that are material to the performance of the $4.6 billion portfolio of commercial mortgage loans secured by properties located in North America and Europe (the “Loan Portfolio”) we propose to acquire from General Electric Capital Corporation and certain of its affiliates (collectively, “GE Capital”). In making the assessment and otherwise conducting due diligence, Blackstone and our Manager will rely on the resources and information available to them. There can be no assurance that Blackstone’s and our Manager’s due diligence process will uncover all relevant facts or risks. It is possible that negative conditions will be revealed after the Loan Portfolio acquisition is consummated that adversely affect the value of our portfolio and financial performance.

If our Manager has overestimated the yields or incorrectly priced the risks of the Loan Portfolio, we may experience losses.

Our Manager has valued the Loan Portfolio based on expected yields and risks, taking into account estimated future losses on the mortgage loans and the underlying collateral, and the estimated impact of these losses on expected future cash flows and returns. Our Manager’s loss estimates may not prove accurate, as actual results may vary from estimates. In the event that our Manager has underestimated the asset level losses relative to the price we pay for a particular asset in the Loan Portfolio, we may experience losses with respect to such asset.

If any portion of our equity or debt financing for the Loan Portfolio is unavailable, we may be forced to liquidate certain assets to pay for the Loan Portfolio acquisition or we may be unable to close the Loan Portfolio acquisition.

We intend to finance a substantial portion of the purchase price for the Loan Portfolio with equity and debt financing. We expect to commence an underwritten registered offering of shares of our class A common stock (the “Offering”) in order to raise funds which we expect will be used to finance a portion of the purchase price for the Loan Portfolio, and we also expect to enter into a financing facility with Wells Fargo that will, subject to customary terms and conditions, provide for $4.0 billion of secured financing (the “Wells Fargo facility”). Although we have entered into an agreement with Wells Fargo with respect to the Wells Fargo facility, we have not yet executed definitive documentation. Even after we have entered into definitive documentation for

the Wells Fargo facility, there will be certain conditions that must be satisfied or waived in order for closing of such financing to occur, and there is a risk these conditions will not be satisfied. In the event that the financing contemplated by the Wells Fargo facility, the Offering or any other suitable financing is not available to us, or we are unable to raise a sufficient amount of proceeds in the Offering, we may be required to obtain alternative financing on terms that are less favorable to us than those contemplated by the Wells Fargo facility and the Offering. If other financing becomes necessary and we are unable to secure such other financing on acceptable terms or in a timely manner, we may be forced to liquidate certain of the loans in our existing portfolio in order to pay the purchase price of the Loan Portfolio acquisition, which could have an adverse effect on our results of operations and financial condition, or we may be unable to close the acquisition at all. In addition, in the event we are unable to close the acquisition at all, we may be liable for damages to other purchasers under the Purchase and Sale Agreement, including certain affiliates of Blackstone for an amount not to exceed the $1.5 billion termination fee.

To the extent the acquired loans in the Loan Portfolio are repaid on or before their maturity dates, we will bear reinvestment risk.

Of the assets we are purchasing in the Loan Portfolio, approximately 41.3% (by unpaid principal balance as of March 31, 2015) are open to repayment and an additional 4.6% (by unpaid principal balance as of March 31, 2015) are scheduled to mature in 2015. In addition, borrowers may repay their loans prior to their stated maturities. As such loans are repaid, we will have to redeploy the proceeds we receive in repayment. It is possible that we will fail to identify reinvestment options that would provide returns or a risk profile that is comparable to the asset that was repaid. We would expect to either redeploy the proceeds we receive to originate and acquire loans that meet our investment criteria or repay borrowings under our credit facilities. If we fail to redeploy the proceeds we receive in repayment of a loan in equivalent or better alternatives, our financial performance and returns to investors could suffer.

The Loan Portfolio acquisition will significantly increase the size and change the mix of our portfolio of assets, and we may be unable to successfully integrate the new assets or manage our growth effectively, which could have a material adverse effect on our results of operations and financial condition.

The Loan Portfolio acquisition will significantly increase the size and change the mix of our portfolio of assets. We may be unable to successfully and efficiently integrate the newly-acquired assets into our existing portfolio or otherwise effectively manage our assets or our growth effectively. We may prove to lack the resources required to effectively manage our assets, particularly to the extent the assets become stressed. Under these circumstances, our results of operations and financial condition may be materially adversely affected.

Certain loans in the Loan Portfolio are concentrated in terms of geography, asset types, and sponsors.

The Loan Portfolio acquisition contemplates the purchase by us of certain assets that are concentrated in certain property types which may be subject to a higher risk of default or foreclosure, or are secured by properties concentrated in a limited number of geographic locations. To the extent that assets in the Loan Portfolio are concentrated in any one region or type of asset, downturns generally relating to such type of asset or region may result in defaults on a number of our investments within a short time period, which could adversely affect our results of operations and financial condition. In addition, because of this asset concentration, even modest changes in the value of the underlying real estate assets could have a significant impact on the value of our stockholders’ investment.

As a result of this high level of concentration, any adverse economic, political or other conditions that disproportionately affects those geographic areas or asset classes could have a magnified adverse effect on our results of operations and financial condition, and the value of our stockholders’ investments could vary more widely than if we invested in a more diverse portfolio of loans. Please refer to exhibit 99.1 to this Current Report for further details on the property type and geographic distribution of properties securing the Loan Portfolio.

We may need to foreclose on certain of the loans we will acquire as part of the Loan Portfolio acquisition, which could result in losses that harm our results of operations and financial condition.

If we foreclose on an asset, we may take title to the property securing that asset, and if we do not or cannot sell the property, we would then come to own and operate it as “real estate owned.” Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning an asset secured by that property. In addition, we may end up owning a property that we would not otherwise have decided to acquire directly at the price of our original investment or at all, and the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. For example, approximately 30.6% of the loans comprising the Loan Portfolio are secured by mobile home parks. Housing communities such as mobile home parks are “special purpose” properties that cannot be readily converted to general residential, retail or office use, and this may adversely affect the liquidation value of the property if its operation as a mobile home park becomes unprofitable due to competition, age of the improvements or other factors. As a result, if we foreclose on and come to own certain of these properties, our financial performance and returns to investors could suffer.

A substantial portion of the Loan Portfolio consists of fixed-rate loans that may be subject to fluctuations in interest rates that may not be adequately protected, or protected at all, by our hedging strategies.

Approximately $2.2 billion of the aggregate principal amount of the Loan Portfolio consists of loans with fixed interest rates. Fixed interest rate investments do not have adjusting interest rates and the relative value of the fixed cash flows from these investments will decrease as prevailing interest rates rise or increase as prevailing interest rates fall, causing potentially significant changes in value. We may employ various hedging strategies to limit the effects of changes in interest rates (and in some cases credit spreads), including engaging in interest rate swaps, caps, floors and other interest rate derivative products. We cannot make assurances that we will be able to enter into hedging transactions or that such hedging transactions will adequately protect us against the foregoing risks.

Certain of the assets in the Loan Portfolio consists of assets denominated in foreign currencies and subject us to increased foreign currency risks.

Approximately 15.1%, 9.5%, and 7.2% of the loans in the Loan Portfolio by value are denominated in Canadian dollars, British pounds sterling and Euros, respectively, which exposes us to increased foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and distributions. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our real estate investment trust tests and may affect the amounts available for payment of dividends on our class A common stock.

We must manage our portfolio so that we do not become an investment company that is subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Although we expect that following the Loan Portfolio acquisition we will continue to not be an investment company that is subject to regulation under the Investment Company Act, there can be no assurance that this will be the case.

We conduct our operations so that we avail ourselves of the statutory exclusion provided in Section 3(c)(5)(C) for companies engaged primarily in investment in mortgages and other liens on or interests in real estate. In order to qualify for this exclusion, we must maintain, on the basis of positions taken by the SEC’s Division of Investment Management (the “Division”), in interpretive and no-action letters, a minimum of 55% of the value of our total assets in mortgage loans and other related assets that are considered “mortgages and other liens on and interests in real estate,” which we refer to as Qualifying Interests, and a minimum of 80% in Qualifying Interests and real estate-related assets. In the absence of SEC or Division guidance that supports the treatment of other investments as Qualifying Interests, we will treat those other investments appropriately as real estate-related assets or miscellaneous assets depending on the circumstances.

Because registration as an investment company would significantly affect our ability to engage in certain transactions or be structured in the manner we currently are, we intend to conduct our business so that we will continue to satisfy the requirements to avoid regulation as an investment company. If, however, as a result of the assets to be acquired by us upon consummation of the Loan Portfolio acquisition, we do not meet these requirements, we could be forced to find alternative buyers for the non-Qualifying Interest assets subject to the Loan Portfolio acquisition or alter our investment portfolios by selling or otherwise disposing of a substantial portion of the assets that do not satisfy the applicable requirements or by acquiring a significant position in assets that are Qualifying Interests. In the past, when required due to the mix of assets in our balance sheet portfolio, and in connection with our reliance on the Section 3(c)(5)(C) exclusion, we have purchased agency residential mortgage-backed securities that represent the entire beneficial interests in the underlying pools of whole residential mortgage loans, which are treated as Qualifying Interests based on the Division’s positions. Such investments may not represent an optimum use of capital when compared to the available investments we and our subsidiaries target pursuant to our investment strategy. These investments present additional risks to us, and these risks are compounded by our inexperience with such investments. We continue to analyze our investments and may acquire other pools of whole loan residential mortgage-backed securities when and if required for compliance purposes. To the extent we must find alternative buyers for the non-Qualifying Interest assets, we may not realize all of the benefits of the Loan Portfolio acquisition. Altering our portfolio in this manner may have an adverse effect on our investments if we are forced to dispose of or acquire assets in an unfavorable market, and may adversely affect our stock price.

If it were established that, following the consummation of the Loan Portfolio acquisition, we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties, that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company, and that we would be subject to limitations on corporate leverage that would have an adverse impact on our investment returns. In order to comply with provisions that allow us to avoid the consequences of registration under the Investment Company Act, we may need to forego otherwise attractive opportunities and limit the manner in which we conduct our operations. Thus, compliance with the requirements of the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits.

The Loan Portfolio acquisition could place strains on the Manager, its employees, its information systems and its internal controls, which may adversely impact our business.

The Loan Portfolio acquisition may place significant demands on our Manager’s administrative, operational, asset management, financial and other resources. Any failure to manage our increased size

effectively could seriously harm our business. To be successful, we will need to continue to implement management information systems and improve our operating, asset management, administrative, financial and accounting systems and controls. These processes are time-consuming and expensive, increase management responsibilities and divert management attention, and we may not realize a return on our investment in these processes.

Consummation of the Loan Portfolio acquisition is subject to conditions precedent and dependent in part on the actions of third parties we do not control and whose actions may subject us to liability. Failure to consummate the Loan Portfolio acquisition could materially impede our growth prospects, negatively impact our stock price or future business and financial results, and require us to find alternative uses for the proceeds of the Offering.

Consummation of the Loan Portfolio acquisition is subject to conditions precedent and dependent in part on the actions of third parties to the Transaction Agreements who we do not control, and if we or the other parties to the Transaction Agreements fail to fulfill these conditions, it is possible that the closing of the Loan Portfolio acquisition could be delayed or might not occur at all. In addition, actions or failures to act by such third parties, including certain affiliates of our Manager, could expose us to claims for damages, financial penalties and reputational harm.

The Offering is not conditioned upon the closing of the Loan Portfolio acquisition. Accordingly, if the Loan Portfolio acquisition does not close and we do not purchase the Loan Portfolio and recognize the benefits that we believe the Loan Portfolio acquisition presents, a purchaser of our class A common stock will not receive any refund of its investment. Instead, we would be required to deploy the proceeds of the Offering to one or more alternative investments or repay certain indebtedness, and our decisions in respect of these investments would generally not be subject to stockholder approval. These alternative investments may not be readily available to us, especially in light of the size of the contemplated Offering relative to our previous offerings, or may yield lower returns than the Loan Portfolio assets. Further, if the closing of the Loan Portfolio acquisition is delayed, we are likely to invest the proceeds of the Offering in instruments that do not offer the returns we expect to achieve from the Loan Portfolio, which would cause our near term financial performance to suffer. We may also use the proceeds of the offering to engage in repurchases of our outstanding shares of class A common stock. Under the circumstances described above, our growth prospects may be materially impeded.

In addition, if the Loan Portfolio acquisition is not completed, we will still be required to pay certain costs relating to the Loan Portfolio acquisition, whether or not the Loan Portfolio acquisition is completed, such as legal, accounting and financial advisor fees, and matters relating to the Loan Portfolio acquisition may require substantial commitments of time and resources by our Manager, which could otherwise have been devoted to other opportunities that may have been beneficial to us. In addition, we may experience negative reactions from the financial markets. We also could be subject in some circumstances to stockholder or other litigation relating to the failure to complete the acquisition.

EX-99.4

Exhibit 99.4

Unaudited Pro Forma Financial Information

The following unaudited pro forma statement of operations for the year ended December 31, 2014 has been prepared to give pro forma effect to: (1) our purchase of a portfolio of approximately $4.4 billion in aggregate principal amount of commercial mortgage loans from certain affiliates of General Electric Capital Corporation (the “Loan Portfolio”); (2) our borrowing of $3.8 billion under the facility to be entered into with Wells Fargo (the “Wells Fargo Facility”); and (3) our proposed public offering (the “Offering”) of 17,500,000 shares of our class A common stock based on the assumptions herein and use of proceeds thereof (collectively, the “Transactions”), in each case as if they had occurred on January 1, 2014. The following unaudited pro forma balance sheet as of December 31, 2014 has been prepared to give pro forma effect to the Transactions, in each case as if they had occurred on December 31, 2014.

The following unaudited 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 are they indicative of future operating results. As required by Regulation S-X adopted by the Securities and Exchange Commission (the “SEC”), these unaudited pro forma financial statements reflect the income and expenses generated by the Transactions as if they had been consummated on January 1, 2014, and do not consider the potential or expected repayment of loans relative to the date of our future acquisition thereof, the related de-leveraging as a result of mandatory repayments under the Wells Fargo Facility, and the resultant impact on revenues and expenses. Had the repayment of loans and related de-leveraging that we expect could occur been reflected in the unaudited pro forma statement of operations, the increase in net income and earnings per share on a pro forma basis would have been substantially lower than that shown in these unaudited pro forma financial statements.

You should read the following information together with the information contained under the caption “Risks Related to the Loan Portfolio Acquisition” contained in exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on April 13, 2015 (the “Current Report”) and our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 17, 2015.

Blackstone Mortgage Trust, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2014

(in thousands, except share and per share data)

(unaudited)

	Actual			Pro Forma Transactions			Pro Forma
Income from loans and other investments
Interest and related income	$	184,766		$	221,449	(a)	$	406,215
Interest and related expenses		69,143			84,141	(b)		153,284
Income from loans and other investments, net		115,623			137,308			252,931
Other Expenses
Management fees		17,832			7,885	(c)		25,717
Incentive fees		1,659			26,693	(c)		28,352
General and administrative		27,799			2,000	(d)		29,799
Total other expenses		47,290			36,578			83,868
Unrealized gain on investments at fair value		13,258			—			13,258
Loss on deconsolidation of subsidiary		(8,615	)		—			(8,615	)
Income from unconsolidated subsidiaries		28,036			—			28,036
Income before income taxes		101,012			100,730			201,742
Income tax provision		518			21	(e)		539
Net Income		100,494			100,709			201,203
Non-controlling interest		(10,449	)		—			(10,449	)
Net Income attributable to Blackstone Mortgage Trust, Inc.	$	90,045		$	100,709		$	190,754
Weighted average shares outstanding		48,394,478			17,500,000			65,894,478
Earnings Per Share, Basic and Diluted	$	1.86		$	5.75		$	2.89	(f)

(a) Represents the interest income, including amortization of premium or discount, generated by the Loan Portfolio, assuming (i) an investment date of January 1, 2014, (ii) LIBOR and other benchmark rates as of March 31, 2015, (iii) foreign currency exchange rates as of March 31, 2015, and (iv) no loan repayments or funding of unfunded loan commitments during the period. As noted above, these results are not indicative of the earnings expected to be generated by the Loan Portfolio during the one year period following consummation of the Loan Portfolio acquisition as a result of, but not limited to, (i) loan maturities, (ii) loan prepayments, (iii) exit and prepayment fees, and (iv) foreign currency fluctuations and/or related hedging costs. As of April 13, 2015, $1.8 billion of loans in the Loan Portfolio are open to repayment without fees or other penalties, and $201.7 million have stated maturity dates scheduled to occur during 2015.

(b) Represents the interest expense, including amortization of deferred financing costs, incurred under the Wells Fargo Facility and the Company’s existing revolving repurchase facilities, assuming a borrowing date of January 1, 2014, (ii) LIBOR and other benchmark rates as of March 31, 2015, (iii) foreign currency exchange rates as of March 31, 2015, and (iv) no loan repayments during the period. As noted above, these results are not indicative of the expense expected to be incurred under the Wells Fargo Facility during the one year period following consummation of the Loan Portfolio acquisition as a result of loan maturities and prepayments, and the related repayment of the Wells Fargo Facility.

(c) Represents the additional base and incentive management fees payable during the year, assuming net offering proceeds from the Offering of $525.7 million on January 1, 2014, and pro forma Core Earnings of $127.4 million during the period. For further detail regarding the terms of the management agreement with our Manager, see Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 17, 2015. See below for a reconciliation of pro forma net income to pro forma Core Earnings:

Pro forma net income	$	100,709
Add: Pro forma incentive fees		26,693
Pro forma Core Earnings	$	127,402

(d) Represents a pro forma $2.0 million of additional operating expenses related to the increased size of the Company following the Transactions, including legal, accounting, tax preparations, compliance, loan servicing, custodial, and other corporate expenses. Excludes one-time transaction-related expenses expected to be incurred.

(e) Represents estimated state and local income taxes related to the Loan Portfolio.

(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 Class A common stock outstanding. Pro forma weighted average shares of Class A common stock outstanding includes (i) the actual weighted average shares outstanding during the period and (ii) the number of shares to be issued in the Offering, assuming they were issued on January 1, 2014. As discussed above, these results do not reflect the loan maturities and loan prepayments we expect could occur during the one year period following consummation of the Loan Portfolio acquisition. Had the repayment of loans and related de-leveraging that we expect could occur been reflected in the unaudited pro forma statement of operations, the increase in net income and earnings per share on a pro forma basis would have been substantially lower than that shown in these unaudited pro forma financial statements.

Blackstone Mortgage Trust, Inc. and Subsidiaries

Pro Forma Consolidated Balance Sheet

As of December 31, 2014

(in thousands, except per share data)

(unaudited)

	Actual			Pro Forma Transactions			Pro Forma
Assets
Cash and cash equivalents	$	51,810		$	—		$	51,810
Restricted cash		11,591			—			11,591
Loans receivable, net		4,428,500			4,437,393	(a)		8,865,893
Equity investments in unconsolidated subsidiaries		10,604			—			10,604
Other assets		86,016			9,875	(b)		95,891
Total Assets	$	4,588,521		$	4,447,268		$	9,035,789
Liabilities
Other liabilities	$	61,013		$	—		$	61,013
Revolving repurchase facilities		2,040,783			149,834	(b)		2,190,617
Wells Fargo Facility		—			3,771,784	(b)		3,771,784
Asset-specific repurchase agreements		324,553			—			324,553
Participations sold		499,433			—			499,433
Convertible notes, net		161,853			—			161,853
Total Liabilities		3,087,635			3,921,618			7,009,253
Equity
Class A common stock, $0.01 par value		583			175	(c)		758
Additional paid-in capital		2,027,404			525,475	(c)		2,552,879
Accumulated other comprehensive loss		(15,024	)		—			(15,024	)
Accumulated deficit		(547,592	)		—			(547,592	)
Total Blackstone Mortgage Trust, Inc. stockholders’ equity		1,465,371			525,650			1,991,021
Non-controlling interests		35,515			—			35,515
Total equity		1,500,886			525,650			2,026,536
Total liabilities and equity	$	4,588,521		$	4,447,268		$	9,035,789

(a) Represents the expected purchase price of the Loan Portfolio.

(b) Represents borrowings expected to be incurred under the Wells Fargo Facility and existing revolving repurchase facilities in connection with our investment in the Loan Portfolio and the associated deferred financing costs. Excludes $187.6 million available to the Company under the Wells Fargo Facility in connection with future funding obligations under the Loan Portfolio. For further details of the Wells Fargo Facility, see Item 8.01 in the Current Report.

(c) Represents the proposed Offering, assuming gross proceeds of $528.2 million, based on the sale of 17,500,000 shares of our class A common stock at an assumed public offering price of $30.18 per share, the last reported price of our class A common stock on the New York Stock Exchange on April 10, 2015. Substantially all of the net proceeds from the Offering are expected to be used to acquire the Loan Portfolio and for working capital and general corporate purposes.