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CT > SEC Filings for CT > Form 8-K on 28-Apr-2014All Recent SEC Filings




Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2014, a special-purpose wholly-owned subsidiary (the "Seller") of Blackstone Mortgage Trust, Inc. (the "Company") entered into a Master Repurchase Agreement (the "Master Repurchase Agreement") with Goldman Sachs Bank USA (the "Buyer"). The Master Repurchase Agreement provides for advances up to $194.4 million in the aggregate, which the Company expects to use to finance certain eligible loans, 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) 30-day LIBOR plus (ii) the applicable spread and have a maturity date of April 25, 2017.

In connection with the Master Repurchase Agreement, the Company executed a Guaranty in favor of the Buyer (the "Guaranty"), pursuant to which the Company guarantees the obligations of the Seller under the Master Repurchase Agreement up to a maximum liability of 50% of the then currently outstanding repurchase obligations under the Master Repurchase Agreement. The Company may also be liable under the Guaranty for customary "bad-boy" events.

The Master Repurchase Agreement and the Guaranty 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 1.00;
(ii) tangible net worth of not less than $971.7 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 83.3333% of the Company's total assets.

The Buyer or its affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.

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