BLACKSTONE MORTGAGE TRUST, INC. 8-K

What Happened

• Blackstone Mortgage Trust, Inc. announced on May 19, 2026 that it completed a private offering of $450,000,000 aggregate principal amount of 6.250% Senior Secured Notes due June 1, 2031. The notes were issued under an indenture dated May 19, 2026, with The Bank of New York Mellon Trust Company, N.A. serving as trustee and collateral agent. The offering was to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. Net proceeds are intended for general corporate purposes, including paying down existing secured debt.
• The notes pay interest at 6.250% per year, payable semi‑annually in arrears on June 1 and December 1, beginning December 1, 2026, and mature June 1, 2031 (unless earlier redeemed).

Key Details

• Principal and interest: $450,000,000 principal; 6.250% coupon; interest semi‑annual on June 1 & Dec 1; maturity June 1, 2031.
• Security and ranking: fully and unconditionally guaranteed by certain wholly owned guarantor subsidiaries and secured on a first‑priority basis by substantially all assets subject to liens that secure the Company’s first‑lien obligations (per a Pledge and Security Agreement). Upon a defined “Collateral Fall‑Away Event,” the notes and guarantees become unsecured.
• Redemption and repurchase: company may redeem notes (make‑whole premium applies for redemptions before Mar 1, 2031); limited optional redemption (up to 40%) prior to Dec 1, 2027 at 106.25% if funded by certain equity proceeds; change‑of‑control repurchase required at 101% of principal plus accrued interest if triggered.
• Covenants and ratios: restrictions on incurring additional (secured) indebtedness; requires (i) prior to a Collateral Fall‑Away Event, Total Debt to Total Assets ≤ 83.333% and (ii) after such event, Total Unencumbered Assets to Total Unsecured Indebtedness ≥ 1.20:1.00.

Why It Matters

• This issuance raises $450M of secured debt at a 6.25% coupon, affecting Blackstone Mortgage Trust’s borrowing mix and interest obligations while providing immediate liquidity for corporate needs and to pay down other secured borrowings. Because the notes are secured and guaranteed by certain subsidiaries, they rank alongside the company’s other first‑lien obligations and ahead of subordinated debt, which influences recovery priorities if assets are liquidated.
• Covenants and security terms (including the Collateral Fall‑Away Event) limit additional secured borrowing and set leverage/asset coverage tests that the company must meet, which are important for creditors and equity investors monitoring leverage and liquidity risk.