Blackstone Mortgage Trust Announces Pricing of Public Offering of Convertible Senior Notes

Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the “Company”) today announced the pricing of an underwritten public offering of $300 million aggregate principal amount of its 5.50% convertible senior notes due 2027 (the “Notes”). The offering is expected to close on March 29, 2022 and is subject to customary closing conditions. The offering will generate gross proceeds of approximately $300 million, or $345 million if the underwriters exercise their option to purchase additional Notes solely to cover over-allotments in full.

The Company intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of debt, including a portion of the $402.5 million outstanding aggregate principal amount of the Company’s 4.375% Convertible Senior Notes due 2022, and supporting the origination of additional commercial mortgage loans and other target assets and investments.

The Notes will pay interest semiannually at a rate of 5.50% per annum and will mature on March 15, 2027. The Notes will have an initial conversion rate of 27.5702 shares of the Company’s class A common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $36.27 per share of the Company’s class A common stock and a conversion premium of approximately 15% based on the closing share price of $31.54 per share of the Company’s class A common stock on March 24, 2022). The initial conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to December 15, 2026, the Notes will be convertible only upon certain circumstances and during certain periods, and thereafter will be convertible at any time prior to the close of business on the second scheduled trading day prior to maturity. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, upon certain corporate events or upon a notice of redemption (as described below), the Company will, under certain circumstances, increase the conversion rate for holders who convert Notes in connection with such a corporate event or notice of redemption. Upon conversion, holders will receive cash, shares of the Company’s class A common stock or a combination thereof at the Company’s election.

The Notes will be redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after March 20, 2025 and on or before the 35^th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s class A common stock exceeds 120% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a “fundamental change” (as will be defined in the indenture for the Notes) occurs, then, subject to a limited exception, holders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date.

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

The offering was made pursuant to the Company’s currently effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).

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 Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 800-831-9146; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 888-603-5847, email: Barclaysprospectus@broadridge.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866 803 9204, or by email at prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd St. 14th Floor, New York, NY 10001 or (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 senior loans collateralized by commercial real estate in North America, Europe, and Australia. Our investment objective is to preserve and protect shareholder capital while producing attractive risk-adjusted returns primarily through dividends generated from current income from our loan portfolio. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These senior loans are capitalized by accessing a variety of financing options, depending on our view of the most prudent strategy available for each of our investments. We are externally managed by BXMT Advisors L.L.C., a subsidiary of Blackstone.

About Blackstone

Blackstone (NYSE: BX) is the world’s largest alternative asset manager. 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 $881 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, infrastructure, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis.

Forward-Looking Statements

This press release contains 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. You can identify these forward-looking statements by the use of words such as “outlook,” “objective,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “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, 2021, 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.

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