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 29, 2016
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. |
On July 29, 2016, in connection with the expiration of its universal shelf registration statement on Form S-3 (File No. 333-190191) that was filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2013 (the “2013 Registration Statement”), Blackstone Mortgage Trust, Inc. (the “Company”) filed a new universal shelf registration statement on Form S-3 (File No. 333-212769) (the “2016 Registration Statement”), which became immediately effective upon filing. In connection with the filing of the 2016 Registration Statement, the Company also filed with the SEC the following prospectus supplements relating to the Company’s existing “at the market offering” program (the “ATM Program”) and Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), both of which were previously registered under the 2013 Registration Statement:
(i) A prospectus supplement (the “DRIP Prospectus Supplement”) covering the sale of up to 9,998,585 shares of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”) under the Plan. The Plan is designed to provide the Company’s existing stockholders and interested new investors with a method of purchasing the Common Stock and investing all or a percentage of their cash dividends in additional shares of Common Stock. The DRIP Prospectus Supplement continues the Plan previously covered by a prospectus supplement that was filed by the Company with the SEC on March 25, 2014 under the 2013 Registration Statement.
(ii) A prospectus supplement (the “ATM Prospectus Supplement”) covering the offering of shares of Common Stock that remain unsold under the ATM Program pursuant to the Company’s continuous equity distribution program. Sales of the shares of Common Stock under the ATM Program, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange. The shares that may be sold under the ATM Program have an aggregate offering price of up to $200,000,000. Prior to the date of the ATM Prospectus Supplement, the Company had already sold shares of Common Stock having an aggregate offering price of $11,407,808 under the ATM Program, resulting in shares of Common Stock having an aggregate offering price of up to $188,592,192 remaining available for sale thereunder. The ATM Prospectus Supplement continues the ATM Program previously covered by a prospectus supplement that was filed by the Company with the SEC on May 9, 2014 under the 2013 Registration Statement.
Also in connection with the filing of the 2016 Registration Statement, on July 29, 2016, the Company entered into separate amendments to each of the four Equity Distribution Agreements (as amended, collectively, the “Equity Distribution Agreements”) previously entered into by the Company on May 9, 2014 with each of Citigroup Global Markets Inc., JMP Securities LLC, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC (each, a “Sales Agent”) in connection with the ATM Program. The amendments reflect that, amongst other things, following the date thereof, the shares of Common Stock issued under the ATM Program will be issued pursuant to the 2016 Registration Statement and the ATM Prospectus Supplement, rather than the 2013 Registration Statement and the Company’s prior prospectus supplement filed in connection with the ATM Program. A form of the amendment to the Equity Distribution Agreements is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Attached as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K are copies of the opinion of Venable LLP regarding certain Maryland law matters, including the validity of the Common Stock offered pursuant to the DRIP Prospectus Supplement and the ATM Prospectus Supplement, respectively. Attached as Exhibit 8.1 to this Current Report on Form 8-K is a copy of the opinion of Simpson Thacher & Bartlett LLP regarding certain tax matters in connection with the DRIP Prospectus Supplement.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 1.1 | Form of Amendment No. 1 to Equity Distribution Agreement, dated July 29, 2016, by and among the Company, BXMT Advisors L.L.C. and each of the Sales Agents. | |
| 5.1 | Opinion of Venable LLP. | |
| 5.2 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Simpson Thacher & Bartlett LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Venable LLP (included in Exhibit 5.2). | |
| 23.3 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1). | |
SIGNATURES
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 29, 2016 | ||||||
| By: | /s/ Leon Volchyok | |||||
| Name: | Leon Volchyok | |||||
| Title: | Head of Legal and Compliance and Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Form of Amendment No. 1 to Equity Distribution Agreement, dated July 29, 2016, by and among the Company, BXMT Advisors L.L.C. and each of the Sales Agents. | |
| 5.1 | Opinion of Venable LLP. | |
| 5.2 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Simpson Thacher & Bartlett LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Venable LLP (included in Exhibit 5.2). | |
| 23.3 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1). | |
Exhibit 1.1
Blackstone Mortgage Trust, Inc.
Class A Common Stock
FORM OF AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
July 29, 2016
[Sales Agent]
[Sales Agent Address]
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement (the “Agreement”), dated as of May 9, 2014, by and among Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), BXMT Advisors L.L.C., a Delaware limited liability company (the “Manager”) and [Sales Agent] (the “Sales Agent” and, together with the Company and the Manager, the “Parties”), pursuant to which the Company may issue and sell through the Sales Agent, acting as agent and/or principal, shares of the Company’s class A common stock, par value $0.01 per share, having an aggregate sale price of up to $200,000,000. Such shares are hereinafter collectively referred to as the “Securities”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
On July 26, 2013, the Company filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-190191), including a base prospectus (the “2013 Base Prospectus”), relating to certain securities, including the Securities, and which incorporates by reference documents that the Company has filed in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). Such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “2013 Registration Statement.” In addition, on May 12, 2014, the Company filed a prospectus supplement to the 2013 Base Prospectus with the Commission specifically relating to the Securities (the “2014 Prospectus Supplement”).
In connection with the expiration of the 2013 Registration Statement, on July 29, 2016, the Company filed with the Commission a new registration statement (the “2016 Registration Statement”) on Form S-3 (File No. 333-212769), including a base prospectus (the “2016 Base Prospectus”), relating to certain securities, including the Securities that may be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Exchange Act. In addition, on July 29, 2016, the Company filed a prospectus supplement to the 2016 Base Prospectus with the Commission specifically relating to the Securities (the “2016 Prospectus Supplement”).
In connection with the foregoing, the Parties wish to amend the Agreement through this Amendment No. 1 to Equity Distribution Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendments to the Agreement. The Parties agree, from and after the Effective Date, that:
(a) in the context of Securities that remain available to be sold as of the Effective Date, any reference in the Agreement to the “Registration Statement” shall no longer be deemed to refer to the 2013 Registration Statement but shall instead be deemed to refer to the 2016 Registration Statement;
(b) in the context of Securities that remain available to be sold as of the Effective Date, any reference to the “Prospectus Supplement” shall no longer be deemed to refer to the 2014 Prospectus Supplement but shall instead be deemed to refer to the 2016 Prospectus Supplement;
(c) in the context of Securities that remain available to be sold as of the Effective Date, any reference to the “Prospectus” shall no longer be deemed to refer to the 2013 Base Prospectus as supplemented by the 2014 Prospectus Supplement but shall instead be deemed to refer to the 2016 Base Prospectus as supplemented by the 2016 Prospectus Supplement;
(d) the first sentence of Section 5(i)(20) shall be deleted in its entirety;
(e) Section 5(i)(24) is hereby amended and restated in its entirety to read as follows:
“(24) Neither the Company nor any of its subsidiaries is a party to or otherwise bound by any instrument or agreements that limits or prohibits (whether with or without the giving of notice or the passage of time or both), directly or indirectly, the Company from paying any dividends or making other distributions on its capital stock, and no subsidiary of the Company is a party to or otherwise bound by any instrument or agreements that limits or prohibits (whether with or without the giving of notice or the passage of time or both), directly or indirectly, any subsidiary of the Company from paying any dividends or making other distributions on its capital stock, limited or general partnership interests, limited liability company interests, or other equity interest, as the case may be, or from repaying any loans or advances from, or (except for instruments or agreements that by their express terms prohibit the transfer or assignment thereof or of any rights thereunder) transferring any of its properties or assets to, the Company or any other subsidiary, in each case except (i) pursuant to the terms of (A) the Master Repurchase Agreement, dated May 21, 2013, between Bank of America, N.A. and Parlex 1 Finance, LLC, as amended, and the Joinder Agreement entered into by Parlex 3 Finance, LLC, dated September 23, 2013, (B) the Amended and Restated Master Repurchase Agreement, dated as of July 28, 2014, between Citibank, N.A., Parlex 2 Finance, LLC and Parlex 2A Finco LLC, as amended, (C) the Master Repurchase Agreement, dated as of June 28, 2013, between JPMorgan Chase Bank, National Association and Parlex 4 Finance, LLC, as amended, (D) the Master Repurchase and Securities Contract Agreement, dated as of March 3, 2014, between Parlex 6 UK Finco, LLC and Morgan Stanley Bank, N.A., (E) the Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association, as amended, (F) the Master Repurchase Agreement, dated as of June 27, 2014, between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company, as amended, (G) the Revolving Secured Credit Facility Agreement, dated as of July 13, 2015, among Parlex 10 Lux EUR Finco S.À R.L., Parlex 10 Lux GBP Finco, S.À R.L. and Société Générale, London Branch, (H) the Master Repurchase Agreement, dated as of December 28, 2015, between RBC Capital Markets, LLC and Magma Finco 13, LLC, (I) the Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016, among Parlex 4 UK Finco, LLC, Parlex 4
2
Finance, LLC and JPMorgan Chase Bank, National Association, (J) the Credit Agreement, dated as of April 4, 2016, among Blackstone Mortgage Trust, Inc., Parlex 3 Finance, LLC and Barclays Bank PLC, (K) the Facility Agreement, dated as of April 18, 2016, among Stratton Point 1 Limited, Devonshire Point Limited, Q Hotels Finco 2014, LLC and Mount Street Mortgage Servicing Limited, (L) the Master Repurchase Agreement, dated as of February 16, 2016, between Credit Suisse Securities (USA) LLC and Magma Finco 12, LLC, and (M) the Fourth Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken Ont Finco, LLC, Parlex 5 Ken Eur Finco, LLC and Wells Fargo Bank, National Association, as amended, and (ii) as otherwise set forth in or contemplated in the Registration Statement and the Prospectus.”
(f) Section 13 of the Agreement is hereby amended to delete reference to “Randall Rothschild” and insert “Leon Volchyok” in lieu thereof;
(g) Exhibit B of the Agreement is hereby amended to delete reference to “Randall Rothschild, Secretary and Managing Director, Legal and Compliance rothschild@blackstone.com” and insert “Leon Volchyok, Head of Legal and Compliance and Secretary leon.volchyok@blackstone.com” in lieu thereof; and
(h) Exhibit G of the Agreement is hereby amended and restated in its entirely to read as follows:
“EXHIBIT G
QUALIFIED REIT SUBSIDIARIES
Capital Trust RE CDO 2004-1 Corp.
42-16 Partners, LLC
345-40 Partners, LLC
Parlex 1 Finance, LLC
Parlex 2 Finance, LLC
Parlex 2A Finco, LLC
Parlex 3 Finance, LLC
Parlex 4 Finance, LLC
Parlex 5 Finco, LLC
Parlex 5 Ken Finco LLC
Parlex 10 Lux EUR Finco, S.a r.l.
Parlex 10 Lux EUR Pledgeco, S.a r.l.
Parlex 10 Lux GBP Finco, S.a r.l.
Parlex 10 Lux GBP Pledgeco, S.a r.l.
Parlex 7 Finco, LLC
Parlex 9 Finco, LLC
CT CDO 2004-1 Marcus Avenue Subsidiary LLC
Capital Trust RE CDO Depositor Corp
3
SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Securities prior to the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Prospectus Supplement” and “Prospectus,” contained in the Agreement.
SECTION 3. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
SECTION 4. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or e-mail transmission.
[Signature Page Follows]
4
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Sales Agent, the Company and the Manager in accordance with its terms.
| Very truly yours, | ||
| BLACKSTONE MORTGAGE TRUST, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| BXMT ADVISORS L.L.C. | ||
| By: | ||
| Name: | ||
| Title: | ||
CONFIRMED AND ACCEPTED, as of the date first above written:
[ ]
| By | ||
| Authorized Signatory | ||
[Signature Page to Amendment to Equity Distribution Agreement]
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
July 29, 2016
Blackstone Mortgage Trust, Inc.
345 Park Avenue, 42nd Floor
New York, New York 10154
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration and issuance by the Company of up to 9,998,585 shares (the “Shares”) of class A common stock, par value $.01 per share (the “Common Stock”), of the Company to be issued from time to time pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), as described in the Prospectus Supplement (as defined below). The Shares are covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the prospectus included therein in the form in which it was transmitted to the Commission under the Securities Act;
2. The Prospectus Supplement, dated July 29, 2016 (the “Prospectus Supplement”), in the form in which it was transmitted to the Commission pursuant to Rule 424(b) under the Securities Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the adoption of the Plan and the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
Blackstone Mortgage Trust, Inc.
July 29, 2016
Page 2
7. The Plan;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Blackstone Mortgage Trust, Inc.
July 29, 2016
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company in accordance with the Resolutions, the Plan and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Venable LLP |
Exhibit 5.2
[LETTERHEAD OF VENABLE LLP]
July 29, 2016
Blackstone Mortgage Trust, Inc.
345 Park Avenue, 42nd Floor
New York, New York 10154
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration and issuance by the Company from time to time of shares (the “Shares”) of class A common stock, par value $.01 per share (the “Common Stock”), of the Company having an aggregate sale price of up to $188,592,192, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the prospectus included therein in the form in which it was transmitted to the Commission under the Securities Act;
2. The Prospectus Supplement, dated July 29, 2016, in the form in which it was transmitted to the Commission under the Securities Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the registration, sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
Blackstone Mortgage Trust, Inc.
July 29, 2016
Page 2
8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.
6. Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7. Prior to the issuance of any of the Shares, a duly authorized committee of the Board or officer will determine the price and certain other terms of issuance of such Shares in accordance with the Resolutions (the “Corporate Proceedings”).
Blackstone Mortgage Trust, Inc.
July 29, 2016
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Corporate Proceedings, the Resolutions and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Venable LLP |
Exhibit 8.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]
July 29, 2016
Blackstone Mortgage Trust, Inc.
345 Park Avenue, 42nd Floor
New York, New York 10154
Ladies and Gentlemen:
We have acted as counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the registration of shares of class A common stock, par value $0.01 per share, of the Company (the “Common Stock”).
We have examined the Registration Statement as it became effective under the Securities Act and the Company’s prospectus dated July 29, 2016 (the “Base Prospectus”), as supplemented by the prospectus supplement dated July 29, 2016 (together with the Base Prospectus, the “Prospectus”) related to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan, filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, which pursuant to Form S-3 incorporate by reference the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2016 and June 30,
2016, the Company’s Current Reports on Form 8-K filed on January 12, 2016, June 17, 2016 and July 7, 2016, the Company’s definitive proxy statement on Schedule 14A filed on April 22, 2016 (solely to the extent incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015), and the description of the Company’s Common Stock contained in the registration statement on Form 8-A/A filed on May 6, 2013, each as filed under the Securities Exchange Act of 1934, as amended. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
In rendering the opinion set forth below, we have also assumed the accuracy of the representations contained in the officer’s certificate, dated as of the date hereof, provided to us by the Company (the “Officer’s Certificate”). These representations generally relate to the operation and classification of the Company as a real estate investment trust, as defined in Section 856 of the Internal Revenue Code of 1986, as amended. For purposes of rendering such opinion, we have also assumed that the Company has been organized and operated and will continue to be organized and operated in the manner described in the Officer’s Certificate, the Registration Statement, the Prospectus and the applicable organizational documents of the Company and that all terms and provisions of such documents have been and will continue to be complied with.
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Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Prospectus, we are of the opinion that the statements made in the Prospectus under the captions “38. What are the U.S. federal income tax consequences of participating in the Plan?” and “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of provisions of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
We do not express any opinion herein concerning any law other than the federal law of the United States.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K and to the reference to our firm under the heading “Legal Matters” in the Prospectus.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |
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