UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On July 29, 2022, Blackstone Mortgage Trust, Inc. (the “Company”) filed a new universal shelf registration statement on Form S-3 (File No. 333-266403) (the “2022 Registration Statement”), which became immediately effective upon filing and which replaced its universal shelf registration statement on Form S-3 (File No. 333-232852) that was filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2019 (the “2019 Registration Statement”). In connection with the filing of the 2022 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 2019 Registration Statement:
(i) A prospectus supplement (the “DRIP Prospectus Supplement”) covering the sale of up to 9,984,370 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 July 26, 2019 under the 2019 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, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices or as otherwise agreed between the applicable sales agent and the Company. The shares that may be sold under the ATM Program have an aggregate offering price of up to approximately $699.1 million. Prior to the date of the ATM Prospectus Supplement, the Company had already sold shares of Common Stock having an aggregate offering price of approximately $199.1 million under the ATM Program, resulting in shares of Common Stock having an aggregate offering price of up to $500.0 million 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 November 14, 2018 under the 2019 Registration Statement.
In connection with the ATM Program, the Company and BXMT Advisors L.L.C. (the “Manager”) previously entered into Equity Distribution Agreements (as amended, collectively, the “2018 Equity Distribution Agreements”) on November 14, 2018 with each of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., JMP Securities LLC, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC (each, an “Original Sales Agent”) in connection with the ATM Program and described in the Company’s Current Report on Form 8-K filed on November 14, 2018. In addition, the Company and the Manager entered into an Equity Distribution Agreement (the “2022 Equity Distribution Agreement”) on February 11, 2022 with BTIG, LLC as sales agent (the “Additional Sales Agent”), on substantially identical terms to the 2018 Equity Distribution Agreements. In connection with the filing of the 2022 Registration Statement, the Company and the Manager entered into amendments to each of the 2018 Equity Distribution Agreements and the 2022 Equity Distribution Agreement. Copies of the 2018 Equity Distribution Agreements, forms of amendments to the 2018 Equity Distribution Agreements, 2022 Equity Distribution Agreement and amendment to the 2022 Equity Distribution Agreement are filed as Exhibits 1.1 through 1.10 to this Current Report on Form 8-K, and the descriptions of such agreements in this Item 8.01 are qualified in their entirety by reference to such Exhibits, which are 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.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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, 2022 | ||||||
| By: | /s/ Leon Volchyok | |||||
| Name: | Leon Volchyok | |||||
| Title: | Chief Legal Officer and Secretary | |||||