Blackstone Mortgage Trust : Annual Report - 2020 - Q1 2021

2020 Annual Report

BOARD OF DIRECTORS	EXECUTIVE AND OTHER	INDEPENDENT REGISTERED
		SENIOR OFFICERS	PUBLIC ACCOUNTING FIRM
Michael B. Nash
Executive Chairman of the	Stephen D. Plavin	Deloitte & Touche LLP
Board, Blackstone Mortgage	Chief Executive Officer	30 Rockefeller Plaza
Trust, Inc., Chairman, Blackstone		New York, NY 10112
Real Estate Debt Strategies	Katharine A. Keenan
		President	FORM 10-K AVAILABILITY
Stephen D. Plavin
Chief Executive Officer, Blackstone	Douglas N. Armer	Requests for a copy of the
Mortgage Trust, Inc.	Executive Vice President,	Company's Annual Report on
		Capital Markets and Treasurer	Form 10-K for the year ended
Jonathan L. Pollack		December 31, 2020 filed with the
Global Head, Blackstone Real	Anthony F. Marone, Jr.	SEC, without charge, and any other
Estate Debt Strategies	Chief Financial Officer,	investor inquiries from individuals
		Principal Accounting Officer and	and institutional investors should
Leonard W. Cotton#*##	Assistant Secretary	be directed to:
Former Vice Chairman, Centerline
Capital Group	Robert Sitman	Investor Relations
		Managing Director,	Blackstone Mortgage Trust, Inc.
Thomas E. Dobrowski#+##	Head of Asset Management	345 Park Avenue, 43rd Floor
Former Managing Director,		New York, NY 10154
Real Estate and Alternative	Weston Tucker	[phone]
Investments, General Motors Asset	Senior Managing Director,	BlackstoneInvestorRelations@
Management	Head of Investor Relations	Blackstone.com
Martin L. Edelman*##	Leon Volchyok	The SEC also maintains a
Of Counsel, Paul Hastings LLP	Chief Legal Officer	website that contains reports, proxy
		and Secretary	information and statements, and
Henry N. Nassau*+		other information regarding
Partner, Dechert LLP	Paul Kolodziej	registrants that file electronically
		Head of Accounting	with the SEC. The website
Lynne B. Sagalyn#*+		address is www.sec.gov. The
Earle W. Kazis and	HEADQUARTERS OFFICE	Company files electronically.
Benjamin Schore Professor Emerita
of Real Estate at	Blackstone Mortgage Trust, Inc.	The Company filed the
Columbia Business School	345 Park Avenue, 24th Floor	certifications required by
		New York, NY 10154	Section 302 of the Sarbanes Oxley
		Phone: [phone]	Act of 2002 as exhibits to its
		Fax: [phone]	Annual Report on Form 10-K for
		www.bxmt.com	the year ended December 31, 2020.
		TRANSFER AGENT
		American Stock Transfer & Trust
		Company, LLC
		6201 15th Avenue
		Brooklyn, NY 11219
		Phone: [phone]
#	Audit Committee
*	Compensation Committee
+	Corporate Governance Committee

## Investment Risk Management Committee

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the transition period from

to

Commission file number 1-14788

Blackstone Mortgage Trust, Inc.

		(Exact name of Registrant as specified in its charter)
	Maryland				94-6181186
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification No.)
			345 Park Avenue, 15th Floor
			New York, New York 10154
			(Address of principal executive offices)(Zip Code)
	Registrant's telephone number, including area code: [phone]
		Securities registered pursuant to Section 12(b) of the Act:
	Title of each class			Trading symbol(s)	Name of each exchange on which registered

Class A common stock, par value $0.01 per share	BXMT	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes È	No	'
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes '	No	È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No '

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes È No '

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer	È	Accelerated filer	'
Non-accelerated filer	'	Smaller reporting company	'
		Emerging growth company	'

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. '

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ' No È

The aggregate market value of the outstanding class A common stock held by non-affiliates of the registrant was approximately $3.3 billion as of June 30, 2020 (the last business day of the registrant's most recently completed second fiscal quarter) based on the closing sale price on the New York Stock Exchange on that date.

As of February 3, 2021, there were 147,039,855 outstanding shares of class A common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this annual report on Form 10-K incorporates information by reference from the registrant's definitive proxy statement with respect to its 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year.

Table of Contents

		Page
PART I.
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	65
ITEM 2.	PROPERTIES	65
ITEM 3.	LEGAL PROCEEDINGS	65
ITEM 4.	MINE SAFETY DISCLOSURES	65
PART II.
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
	MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	66
ITEM 6.	SELECTED FINANCIAL DATA	67
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS	68
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	98
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	102
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	AND FINANCIAL DISCLOSURE	102
ITEM 9A.	CONTROLS AND PROCEDURES	102
ITEM 9B.	OTHER INFORMATION	103
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	104
ITEM 11.	EXECUTIVE COMPENSATION	104
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	MANAGEMENT AND RELATED STOCKHOLDER MATTERS	104
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
	INDEPENDENCE	104
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	104
PART IV.
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	105
ITEM 16.	FORM 10-K SUMMARY	115
SIGNATURES	116
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES	F-1

Forward-Looking Information; Risk Factor Summary

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Exchange Act, which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and portfolio management and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "estimate," "expect," "project," "projections," "plans," "seeks," "anticipates," "will," "should," "could," "may," "designed to," "foreseeable future," "believe," "scheduled" and similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Our actual results may differ significantly from any results expressed or implied by these forward-looking statements. A summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. This summary should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled "Risk Factors" in this report.

• Our lending and investment activities subject us to the general political, economic, capital markets, competitive and other conditions in the United States and foreign jurisdictions where we invest, including with respect to the effects of the COVID-19 pandemic and other events that markedly impact United States or foreign financial markets.
• Fluctuations in prevailing interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, our cash flows and the market value of our investments, and ultimately limit our ability to pay distributions to our stockholders.
• Adverse changes in the real estate and real estate capital markets, in North America, Europe and Australia in particular, could negatively impact our performance by making it more difficult for borrowers of our mortgage loans to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk- adjusted returns.
• Our results of operations, financial condition and business could be materially adversely affected if we experience difficulty accessing financing or raising capital, including due to a significant dislocation in or shut-down of the capital markets, experience a reduction in the yield on our investments, experience an increase in the cost of our financing or experience defaults by borrowers in paying debt service on outstanding indebtedness.
• Events giving rise to increases in our current expected credit loss reserve, including the impact of the COVID-19 pandemic, have had an adverse effect on our business and results of operations and could in the future have a material adverse effect on our business, financial condition and results of operations.
• Adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating flexibility and the price of our class A common stock.
• Acts of God such as hurricanes, earthquakes and other natural disasters, pandemics or outbreaks of infectious disease, acts of war and/or terrorism and other events that can markedly impact financial markets may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments.

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