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CT > SEC Filings for CT > Form 8-K on 26-Dec-2013All Recent SEC Filings




Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 20, 2013, two special-purpose wholly-owned subsidiaries (the "Sellers") of Blackstone Mortgage Trust, Inc. (the "Company") entered into a Master Repurchase Agreement (the "Master Repurchase Agreement") with JPMorgan Chase Bank, National Association (the "Buyer"). The Master Repurchase Agreement provides for advances of up to 153.0 million in the aggregate, which the Company expects to use to finance the acquisition or origination of eligible loans including those with the underlying mortgage property located in the England, as more particularly described in the Master Repurchase Agreement.

Advances under the Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of between 2.00% and 3.25% depending on the attributes of the purchased assets. Individual advances under the Master Repurchase Agreement can be made at any time prior to its maturity date of December 20, 2016.

In connection with the Master Repurchase Agreement, the Company executed a Guarantee Agreement in favor of the Buyer (the "Guarantee"), pursuant to which the Company guarantees the obligations of the Sellers under the Master Repurchase Agreement up to a maximum liability of (i) 25% of the advances related to purchased loans that are senior mortgage loans and (ii) 100% of the advances related to purchased loans that are mezzanine and junior mortgage loans. The Company may also be liable under the Guarantee for customary "bad-boy" events.

The Master Repurchase Agreement and the Guarantee contain various affirmative and negative covenants including the following financial covenants applicable to the Company: (i) ratio of EBITDA to fixed charges of not less than 1.40 to 1.0;
(ii) tangible net worth of not less than $525.0 million plus 75% of the net cash proceeds of any equity issuance after the date of the agreements; (iii) cash liquidity of not less than the greater of (x) $10.0 million or (y) 5% of the Company's recourse indebtedness; and (iv) indebtedness shall not exceed 80% of the Company's total assets.

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