BLACKSTONE MORTGAGE TRUST, INC.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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Mar 31, 2025 · Filed Apr 30, 2025
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Notes to Consolidated Financial Statements
- ORGANIZATION
References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust,
Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.
Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other
debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and
Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major
markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our
investments in a variety of ways, including borrowing under our credit facilities, issuing collateralized loan obligations, or
CLOs, or single-asset securitizations, asset-specific financings, syndicating senior loan participations, and corporate
financing, depending on our view of the most prudent financing option available for each of our investments. We are
externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a
real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our
principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154.
We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal
income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders
and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an
exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding
company and conduct our business primarily through our various subsidiaries.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America, or GAAP, for interim financial information and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements, including the notes
thereto, are unaudited and exclude some of the disclosures required in audited financial statements. We believe we have
made all necessary adjustments, consisting of only normal recurring items, so that the consolidated financial statements are
presented fairly and that estimates made in preparing our consolidated financial statements are reasonable and prudent. The
operating results presented for interim periods are not necessarily indicative of the results that may be expected for any
other interim period or for the entire year. The accompanying unaudited consolidated interim financial statements should
be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission, or the SEC.
Basis of Presentation
The accompanying consolidated financial statements include, on a consolidated basis, our accounts, the accounts of our
wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which we are the
primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Principles of Consolidation
We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate
all VIEs of which we are considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do
not have an interest with the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated financial support from other parties. The entity that
consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities
that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the
obligation to absorb losses of the VIE that could be significant to the VIE. Entities that do not qualify as VIEs are generally
considered voting interest entities, or VOEs, and are evaluated for consolidation under the voting interest model. VOEs are
consolidated when we control the entity through a majority voting interest or other means.
For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint
venture is included in non-controlling interests as a component of total equity. The non-controlling partner’s interest is
generally computed as the joint venture partner’s ownership percentage.
When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the
investment is accounted for under the equity method of accounting. Investments in unconsolidated entities are initially
recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.
We review our investments in unconsolidated entities for impairment each quarter or when there is an event or change in
circumstances that indicates a decrease in value. If there is a decrease in value due to a series of operating losses or other
factors, the investment is evaluated to determine if the loss in value is considered other than temporary. Although a current
fair value below the carrying value of the investment is an indicator of impairment, we will only recognize an impairment
if the loss in value is determined to be an other than temporary impairment. If an impairment is determined to be other than
temporary, we will record an impairment charge sufficient to reduce the investment’s carrying value to its fair value, which
would result in a new cost basis. This new cost basis will be used for future periods when recording subsequent income or
loss and cannot be written up to a higher value as a result of increases in fair value.
In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc. to originate, hold,
and finance multifamily bridge loans. Pursuant to the terms of the agreements governing the joint venture, Walker &
Dunlop contributed 15% of the venture’s equity capital and we contributed 85%. We consolidate the Multifamily Joint
Venture as we have a controlling financial interest. The non-controlling interests included on our consolidated balance
sheets represent the equity interests in our Multifamily Joint Venture that are owned by Walker & Dunlop. A portion of our
Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests
based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.
In 2024, we entered into a joint venture, which we refer to as our Net Lease Joint Venture, with a Blackstone-advised
investment vehicle to invest in triple net lease properties. We do not consolidate the Net Lease Joint Venture as we do not
have a controlling financial interest. Our investment in the Net Lease Joint Venture is accounted for under the equity
method, and is recorded in investment in unconsolidated entities on our consolidated balance sheets, and our pro-rata share
of income (loss) is recorded in income (loss) from unconsolidated entities on our consolidated statements of operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results may ultimately differ materially from those estimates.
Interest income from our loans receivable portfolio is recognized over the life of each loan using the effective interest
method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these
investments is deferred and recorded over the term of the loan as an adjustment to yield. Income accrual is generally
suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery
of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized
cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually
currentand performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses
are deferred and recognized as a reduction to interest income, however expenses related to loans we acquire are included in
general and administrative expenses as incurred.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks and liquid investments with original maturities of three months or
less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash
equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not
expect, any losses on our cash or cash equivalents. As of both March 31, 2025 and December 31, 2024, we had no
restricted cash on our consolidated balance sheets.
Loans Receivable
We originate and purchase commercial real estate debt and related instruments generally to be held as long-term
investments at amortized cost.
Current Expected Credit Losses Reserve
The current expected credit loss, or CECL, reserve required under the Financial Accounting Standards Board, or FASB,
Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our
current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance
sheets. Changes to the CECL reserves are recognized through net income on our consolidated statements of operations.
While ASC 326 does not require any particular method for determining the CECL reserves, it does specify the reserves
should be based on relevant information about past events, including historical loss experience, current portfolio and
market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than
a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of
loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of
loss, regardless of credit quality, subordinate capital, or other mitigating factors.
We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or WARM method, which
has been identified as an acceptable loss-rate method for estimating CECL reserves in FASB Staff Q&A Topic 326, No. 1.
The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to
each of our loans over their expected remaining term, taking into consideration expected economic conditions over the
relevant timeframe. We apply the WARM method for the majority of our loan portfolio, which consists of loans that share
similar risk characteristics. In certain instances, for loans with unique risk characteristics, we may instead use a probability-
weighted model that considers the likelihood of default and expected loss given default for each such individual loan.
Application of the WARM method to estimate CECL reserves requires judgment, including (i) the appropriate historical
loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current
credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To
estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance, with market
loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued
since January 1, 1999 through February 28, 2025. Within this database, we focused our historical loss reference
calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most
comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this
CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and
comparable dataset to our portfolio.
Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. These
future funding commitments are also subject to the CECL model. The CECL reserve related to future loan fundings is
recorded as a component of other liabilities on our consolidated balance sheets. This CECL reserve is estimated using the
same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will
similarly impact our consolidated net income. For both the funded and unfunded portions of our loans, we consider our
internal risk rating of each loan as the primary credit quality indicator underlying our assessment.
The CECL reserves are measured on a collective basis wherever similar risk characteristics exist within a pool of similar
assets. We have identified the following pools and measure the reserve for credit losses using the following methods:
U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted-average
remaining maturity of our loan pool, and an economic view.
Non-U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted-average
remaining maturity of our loan pool, and an economic view.
Unique Loans: a probability of default and loss given default model, assessed on an individual basis.
Impaired Loans: impairment is indicated when it is deemed probable that we will not be able to collect all
amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires
significant judgment from management and is based on several factors including (i) the underlying collateral
performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact
the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be
impaired, we record the impairment as a component of our CECL reserves by applying the practical expedient for
collateral dependent loans. The CECL reserves are assessed on an individual basis for these loans by comparing
the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.
These valuations require significant judgments, which include assumptions regarding capitalization rates, discount
rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan
sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could
ultimately differ materially from these estimates. We only expect to charge-off the impairment losses in our
consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-
recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be
concluded if, in our determination, it is nearly certain that all amounts due will not be collected.
Contractual Term and Unfunded Loan Commitments
Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments. As part of
our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine
the contractual term for purposes of computing our CECL reserves.
Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend
credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly,
as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in
estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loans
receivable.
Credit Quality Indicator
Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a
quarterly risk review of our portfolio of loans, and assign each loan a risk rating based on a variety of factors, including,
without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition,
cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point
scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which
ratings are defined as follows:
1 -Very Low Risk
2 -Low Risk
3 -Medium Risk
4 -High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss.
5 -Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a
principal loss.
Estimation of Economic Conditions
In addition to the WARM method computations and probability-weighted models described above, our CECL reserves are
also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the
commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations
of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit
losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we
have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader
economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other
sources, including information and opinions available to our Manager, to further inform these estimations. This process
requires significant judgments about future events that, while based on the information available to us as of the balance
sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly
from the estimates we made as of March 31, 2025.
We may assume legal title or physical possession of the collateral underlying a loan through a foreclosure, a deed-in-lieu of
foreclosure transaction, or a loan modification in which we receive an equity interest in and/or control over decision-
making at the property, resulting in us consolidating the real estate assets as VIEs. These real estate acquisitions are
classified as real estate owned, or REO, on our consolidated balance sheet and are initially recognized at fair value on the
acquisition date in accordance with the ASC Topic 805, “Business Combinations.”
Upon acquisition of REO, we assess the fair value of acquired tangible and intangible assets, which may include land,
buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified
intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and assumed
liabilities. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or
capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows
are based on a number of factors including the historical operating results, known and anticipated trends, and market and
economic conditions. We capitalize acquisition-related costs associated with asset acquisitions.
Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’
estimated useful lives of up to 40 years for buildings and 10 years for tenant improvements. Renovations and/or
replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.
Lease intangibles are amortized over the remaining term of applicable leases on a straight-line basis. The cost of ordinary
repairs and maintenance are expensed as incurred.
Real estate assets held for investment are assessed for impairment on a quarterly basis. If the depreciated cost basis of the
asset exceeds the undiscounted cash flows over the remaining holding period, the asset is considered forimpairment. The
impairment loss is recognized when thecarrying value of the real estate assets exceed their fair value. The evaluation of
anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental
rates, capital requirements and anticipated holding periods that could differ materially from actual results.
Real estate assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360 “Property,
Plant, and Equipment.” Once a real estate asset is classified as held for sale, depreciation is suspended and the asset is
reported at the lower of its carrying value or fair value less cost to sell. If circumstances arise and we decide not to sell a
real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon
reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for
sale, adjusted for depreciation expense that would have been recognized had the real estate been classified as held for
investment, and (ii) its estimated fair value at the time of reclassification.
As of March 31, 2025, we hadeight REO assets which were all classified as held for investment.
Agency Multifamily Lending Partnership
In the second quarter of 2024, we entered into an agreement with M&T Realty Capital Corporation, or MTRCC, a
subsidiary of M&T Bank, that allows our borrowers to access multifamily agency financing through MTRCC’s Fannie
Mae DUS and Freddie Mac Optigo lending platforms, or the Agency Multifamily Lending Partnership. We will receive a
portion of origination, servicing, and other fees for loans that we refer to MTRCC for origination under both the Fannie
Mae and Freddie Mac programs. Additionally, we will share in losses with MTRCC and Fannie Mae on loans that we refer
to MTRCC for origination under the Fannie Mae program.
For loans that we refer to MTRCC for origination under both the Fannie Mae and Freddie Mac programs, we recognize our
allocable portion of origination, servicing, and other fees in other income when we have satisfied our performance
obligations in accordance with the "Revenue from Contracts with Customers" Topic of the FASB, or ASC 606. Our
performance obligations are generally satisfied when the loan is referred by us to MTRCC and subsequently originated and
sold under the Fannie Mae and Freddie Mac programs. A portion of the fees recognized, such as servicing fees, are variable
and will be reevaluated for collectability on a recurring basis.
Loss-sharing Obligation
Pursuant to our agreement with MTRCC, we are subject to a loss-sharing obligation with respect to MTRCC’s obligation
to partially guarantee the performance of loans that they originate and sell under the Fannie Mae program. This loss-
sharing agreement requires us to fund a fixed amount of cash into a segregated account based on the amount MTRCC is
required to fund under the Fannie Mae program, with respect to loans we referred to MTRCC.
In addition, we will recognize a liability for these loss-sharing obligations. This liability will be initially recognized at fair
value with a corresponding expense at inception, and it will subsequently be amortized on a straight-line basis over the life
of the loss-sharing obligation. This liability is included within other liabilities in our consolidated balance sheets. As of
both March 31, 2025 and December 31, 2024, our maximum loss-sharing obligation associated with the loans referred by
us to MTRCC under the Fannie Mae program was$3.5 million, and we have recordeda related liability of$20,000. There
have beenno losses incurred as a result of the loss-sharing obligations.
Derivative Financial Instruments
We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets
at fair value.
On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign
operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received
or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair
value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or non-designated hedge. For all
derivatives other than those designated as non-designated hedges, we formally document our hedge relationships and
designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the
hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the
effectiveness of its hedged transaction.
On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected
to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined
that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the
changes in fair value of the instrument are included in net income prospectively. Our net investment hedges are assessed
using a method based on changes in spot exchange rates. Gains and losses, representing hedge components excluded from
the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the
contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in
accordance with our accounting policy election. All other changes in the fair value of our derivative instruments that
qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated
financial statements. Deferred gains and losses are reclassified out of accumulated other comprehensive income (loss) and
into net income in the same period or periods during which the hedged transaction affects earnings, and are presented in the
same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap
settlements are made, while for net investment hedges, this occurs when the hedged item is sold or substantially liquidated.
To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its
fair value are included in net income concurrently.
Proceeds or payments from periodic settlements of derivative instruments are classified on our consolidated statement of
cash flows in the same section as the underlying hedged item.
Secured Debt and Asset-Specific Debt
We record investments financed with secured debt or asset-specific debt as separate assets and the related borrowings
under any secured debt or asset-specific debt are recorded as separate liabilities on our consolidated balance sheets. Interest
income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported
separately on our consolidated statements of operations.
Loan Participations Sold
In certain instances, we have executed a syndication of a non-recourse loan interest to a third-party. Depending on the
particular structure of the syndication, the loan interest may remain on our GAAP balance sheet or, in other cases, the sale
will be recognized and the loan interest will no longer be included in our consolidated financial statements. When these
sales are not recognized under GAAP we reflect the transaction by recording a loan participation sold liability on our
consolidated balance sheet, however this gross presentation does not impact stockholders’ equity or net income. When the
sales are recognized, our balance sheet only includes our remaining loan interest, and excludes the interest in the loan that
we sold.
Term Loans
We record our term loans as liabilities on our consolidated balance sheets. Where applicable, any issue discount or
transaction expenses are deferred and amortized through the maturity date of the term loans as additional non-cash interest
expense.
Senior Secured Notes
We record our senior secured notes as liabilities on our consolidated balance sheets. Where applicable, any issue discount
or transaction expenses are deferred and amortized through the maturity date of the senior secured notes as additional non-
cash interest expense.
Convertible Notes
Convertible note proceeds, unless issued with a substantial premium or an embedded conversion feature, are classified as
debt. Additionally, shares issuable under our convertible notes are included in diluted earnings per share in our
consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent.
Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the
convertible notes as additional non-cash interest expense.
Deferred Financing Costs
The deferred financing costs that are included as a reduction in the net book value of the related liability on our
consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as
interest expense using the effective interest method over the life of the related obligations.
Underwriting Commissions and Offering Costs
Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a
reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common
stock offering are expensed when incurred.
Fair Value of Financial Instruments
The “Fair Value Measurements and Disclosures” Topic of the FASB, or ASC 820, defines fair value, establishes a
framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP.
Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an
asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.
ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in
measuring financial instruments. Market price observability is affected by a number of factors, including the type of
financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the
existence and transparency of transactions between market participants. Financial instruments with readily available quoted
prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment
used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs
used in the determination, as follows:
Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical
financial instruments as of the reporting date.
Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active
or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other
observable inputs, such as interest rates, yield curves, credit risks, and default rates.
Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if
any, market activity for the financial instrument. These inputs require significant judgment or estimation by
management of third-parties when determining fair value and generally represent anything that does not meet the
criteria of Levels 1 and 2.
Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a
nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further
in Note 19. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on
assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from
third-parties. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our
estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These
valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing,
creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions
of other lenders, and other factors.
receivable with an aggregate amortized cost basis of$1.5 billion, net of cost-recovery proceeds. The CECL reserve was
recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of March 31, 2025. These
loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are
classified as Level 3 assets in the fair value hierarchy. We estimated the fair value of the collateral underlying the loans
receivable by considering a variety of inputs including property performance, market data, and comparable sales, as
applicable. The significant unobservable inputs employed include the exit capitalization rate assumption used to forecast
the future sale price of the underlying real estate collateral, which ranged from 6.00% to 8.00%, and the unlevered discount
rate assumption, which ranged from 7.00% to 15.00%.
In thethree months ended March 31, 2025, we acquired legal title toone REO asset through a deed-in-lieu of foreclosure
transaction. At the time of acquisition, we determined the fair value of the real estate asset based on a variety of inputs
including, but not limited to, estimated cash flow projections, leasing assumptions, required capital expenditures, market
data, and comparable sales. The REO asset was measured at fair value on a nonrecurring basis using significant
unobservable inputs and is classified as a Level 3 asset in the fair value hierarchy. The significant unobservable inputs
employed include (i) the exit capitalization rate assumption of 8.55% used to forecast the future sale price of the asset, and
(ii) the unlevered discount rate assumption of 10.55%. Refer to Note 4 and Note 19 for additional information.
We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise
reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those
instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which
it is practicable to estimate that value:
Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.
Loans receivable, net: The fair values of these loans were estimated using a discounted cash flow methodology,
taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of
major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other
lenders, and other factors.
Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated
using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs
comprising foreign currency rates and credit spreads.
Secured debt, net: The fair value of these instruments was estimated based on the rate at which a similar credit
facility would currently be priced.
Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing
service providers. In determining the value of a particular investment, pricing service providers may use broker-
dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the
reported price.
Asset-specific debt, net: The fair value of these instruments was estimated based on the rate at which a similar
agreement would currently be priced.
Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related
loan receivable asset.
Term loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service
providers. In determining the value of a particular investment, pricing service providers may use broker-dealer
quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported
price.
Senior secured notes, net: The fair value of these instruments was estimated by utilizing third-party pricing service
providers. In determining the value of a particular investment, pricing service providers may use broker-dealer
quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported
price.
Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained
using quoted market prices.
Income Taxes
Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income.
We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally
do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were
to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and
penalties. Refer to Note 17 for additional information.
Stock-Based Compensation
Our stock-based compensation consists of awards issued to our Manager, certain individuals employed by an affiliate of
our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock
units issued to certain members of our board of directors. Stock-based compensation expense is recognized for these
awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A
common stock. Refer to Note 18 for additional information.
Earnings per Share
Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net
earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units,
divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common
stock and deferred stock units outstanding during the period. Our restricted class A common stock is considered a
participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these
restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or
losses.
Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net
earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees,
allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii)
the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred
stock units, and shares of class A common stock issuable under our convertible notes. Refer to Note 15 for additional
discussion of earnings per share.
Foreign Currency
In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign
exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of
operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar
denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and
income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative
translation adjustments arising from the translation of non-U.S. dollar denominated subsidiaries are recorded in other
comprehensive income (loss).
Recent Accounting Pronouncements
In November 2024, the FASB issued Account Standards Update, or ASU, 2024-04 “Debt with Conversion and Other
Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,”, or ASU 2024-04. ASU 2024-04
clarifies the accounting treatment for settlement of a convertible debt instrument as an induced conversion. ASU 2024-04 is
effective on a prospective basis, with the option for retrospective application, for fiscal years beginning after December 15,
- We have not early adopted ASU 2024-04 and do not expect the adoption of ASU 2024-04 to have a material impact
on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 “Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses,” or ASU 2024-03. ASU 2024-03 requires disclosures in the notes to the
financial statements on specified information about certain costs and expenses for each interim and annual reporting period.
ASU 2024-03 is effective on either a prospective basis, with the option for retrospective application, for annual periods
beginning after December 15, 2026, for interim periods within fiscal years beginning after December 15, 2027, and early
adoption is permitted. We have not early adopted ASU 2024-03 and do not expect the adoption of ASU 2024-03 to have a
material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax
Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate
reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option
for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We
have not early adopted ASU 2023-09 and do not expect the adoption of ASU 2023-09 to have a material impact on our
consolidated financial statements.
- LOANS RECEIVABLE, NET
The following table details overall statistics for our loans receivable portfolio ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Number of loans | 138 | 130 |
| Principal balance | $19,217,768 | $19,203,126 |
| Net book value | $18,308,171 | $18,313,582 |
| Unfunded loan commitments(1) | $1,033,229 | $1,263,068 |
| Weighted-average cash coupon(2) | + 3.39% | + 3.46% |
| Weighted-average all-in yield(2) | + 3.70% | + 3.78% |
| Weighted-average maximum maturity (years)(3) | 2.3 | 2.1 |
(1)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real
estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will
generally be funded over the term of each loan, subject in certain cases to an expiration date.
(2)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark
rates, which include SOFR, SONIA, EURIBOR, and other indices, as applicable to each loan. As of March 31, 2025
and December 31, 2024, substantially all of our loans by principal balance earned a floating rate of interest,
primarily indexed to SOFR. In addition to cash coupon, all-in yield includes the amortization of deferred origination
and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans
(3)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid
prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. As of
March 31, 2025,17% of our loans by principal balance were subject to yield maintenance or other prepayment
restrictions and 83% were open to repayment by the borrower without penalty. As of December 31, 2024,10% of
our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 90% were
open to repayment by the borrower without penalty.
The following table details the index rate floors for our loans receivable portfolio as of March 31, 2025 ($ in thousands):
| Loans Receivable Principal Balance | |||
|---|---|---|---|
| Index Rate Floors | USD | Non-USD(1) | Total |
| Fixed Rate | $161,794 | $— | $161,794 |
| 0.00% or no floor(2) | 2,253,062 | 5,429,004 | 7,682,066 |
| 0.01% to 1.00% floor | 3,831,152 | 383,878 | 4,215,030 |
| 1.01% to 2.00% floor | 1,270,538 | 1,002,702 | 2,273,240 |
| 2.01% to 3.00% floor | 2,840,351 | 371,186 | 3,211,537 |
| 3.01% or more floor | 1,340,478 | 333,623 | 1,674,101 |
| Total(3) | $11,697,375 | $7,520,393 | $19,217,768 |
(1)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, and Swiss Franc
currencies.
(2)Includes all impaired loans.
(3)As of March 31, 2025, the weighted-average index rate floor of our floating-rate loans receivable principal balance
was 1.13%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was
1.74%.
Activity relating to our loans receivable portfolio was as follows ($ in thousands):
| PrincipalBalance | Deferred Fees /Other Items(1) | Net BookValue | |
|---|---|---|---|
| Loans Receivable, as of December 31, 2024 | $19,203,126 | $(155,608) | $19,047,518 |
| Loan fundings | 1,677,727 | — | 1,677,727 |
| Loan repayments, sales, and cost-recovery proceeds | (1,810,678) | (18,923) | (1,829,601) |
| Charge-offs | (50,384) | 8,560 | (41,824) |
| Transfer to real estate owned | (34,721) | — | (34,721) |
| Transfer to other assets, net(2) | (10,323) | — | (10,323) |
| Payment-in-kind interest | 3,570 | — | 3,570 |
| Unrealized gain (loss) on foreign currency translation | 239,451 | (742) | 238,709 |
| Deferred fees and other items | — | (11,965) | (11,965) |
| Amortization of fees and other items | — | 10,622 | 10,622 |
| Loans Receivable, as of March 31, 2025 | $19,217,768 | $(168,056) | $19,049,712 |
| CECL reserve | (741,541) | ||
| Loans Receivable, net, as of March 31, 2025 | $18,308,171 | ||
(1)Other items primarily consist ofpurchase and sale discounts or premiums, exit fees, deferred origination expenses,
and cost-recovery proceeds.
(2)This amount relates to intangible and other assets recorded in connection with loans that were transferred to REO,
net of liabilities recorded upon acquisition, if any. See Note 6 for further information.
The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio
| March 31, 2025 | ||||
|---|---|---|---|---|
| Property Type | Number of Loans | Net Book Value | Net Loan Exposure(1) | Net Loan Exposure Percentage of Portfolio |
| Multifamily | 52 | $5,417,246 | $5,239,108 | 30% |
| Office | 41 | 5,925,523 | 5,190,538 | 29 |
| Hospitality | 17 | 2,857,777 | 2,745,468 | 15 |
| Industrial | 14 | 2,590,953 | 2,558,417 | 14 |
| Retail | 5 | 605,745 | 581,280 | 3 |
| Self-storage | 3 | 632,208 | 471,183 | 3 |
| Life Sciences / Studio | 3 | 341,401 | 335,452 | 2 |
| Other | 3 | 678,859 | 641,886 | 4 |
| Total loans receivable | 138 | $19,049,712 | $17,763,332 | 100% |
| CECL reserve | (741,541) | |||
| Loans receivable, net | $18,308,171 | |||
| Geographic Location | Number of Loans | Net Book Value | Net Loan Exposure(1) | Net Loan Exposure Percentage of Portfolio |
| United States | ||||
| Sunbelt | 48 | $4,902,798 | $4,398,225 | 25% |
| Northeast | 21 | 3,252,180 | 3,022,630 | 17 |
| West | 22 | 1,935,719 | 1,814,883 | 10 |
| Midwest | 11 | 943,864 | 797,296 | 4 |
| Northwest | 4 | 459,427 | 458,431 | 3 |
| Subtotal | 106 | 11,493,988 | 10,491,465 | 59 |
| International | ||||
| United Kingdom | 16 | 3,088,887 | 3,016,245 | 17 |
| Ireland | 3 | 1,115,753 | 1,110,602 | 6 |
| Australia | 4 | 1,062,241 | 1,066,203 | 6 |
| Spain | 3 | 802,613 | 758,165 | 4 |
| Sweden | 1 | 473,437 | 473,728 | 2 |
| Canada | 1 | 434,420 | 273,344 | 2 |
| Other Europe | 3 | 517,620 | 512,645 | 4 |
| Other International | 1 | 60,753 | 60,935 | — |
| Subtotal | 32 | 7,555,724 | 7,271,867 | 41 |
| Total loans receivable | 138 | $19,049,712 | $17,763,332 | 100% |
| CECL reserve | (741,541) | |||
| Loans receivable, net | $18,308,171 | |||
interests that we have sold, but that remain included in our consolidated financial statements. See Note 2 for further
discussion of loan participations sold. Our asset-specific debt and loan participations sold are structurally non-
recourse and term-matched to the corresponding collateral loans.
| December 31, 2024 | ||||
|---|---|---|---|---|
| Property Type | Number of Loans | Net Book Value | Net Loan Exposure(1) | Net Loan Exposure Percentage of Portfolio |
| Office | 41 | $7,386,333 | $5,729,418 | 33% |
| Multifamily | 50 | 5,091,767 | 4,934,364 | 29 |
| Hospitality | 16 | 2,768,374 | 2,663,349 | 16 |
| Industrial | 11 | 2,030,627 | 2,000,831 | 12 |
| Retail | 5 | 555,553 | 532,069 | 3 |
| Life Sciences/Studio | 3 | 342,817 | 337,687 | 2 |
| Other | 4 | 872,047 | 836,585 | 5 |
| Total loans receivable | 130 | $19,047,518 | $17,034,303 | 100% |
| CECL reserve | (733,936) | |||
| Loans receivable, net | $18,313,582 | |||
| Geographic Location | Number of Loans | Net Book Value | Net Loan Exposure(1) | Net Loan Exposure Percentage of Portfolio |
| United States | ||||
| Sunbelt | 44 | $4,520,632 | $4,084,242 | 24% |
| Northeast | 21 | 4,614,582 | 3,452,961 | 20 |
| West | 21 | 1,865,382 | 1,746,309 | 10 |
| Midwest | 10 | 997,156 | 820,858 | 5 |
| Northwest | 4 | 432,644 | 432,794 | 3 |
| Subtotal | 100 | 12,430,396 | 10,537,164 | 62 |
| International | ||||
| United Kingdom | 16 | 2,916,145 | 2,839,096 | 17 |
| Ireland | 3 | 1,050,276 | 1,048,329 | 6 |
| Australia | 3 | 920,182 | 923,507 | 5 |
| Spain | 3 | 785,368 | 744,287 | 4 |
| Sweden | 1 | 429,084 | 429,724 | 2 |
| Other Europe | 3 | 455,417 | 451,245 | 4 |
| Other International | 1 | 60,650 | 60,951 | — |
| Subtotal | 30 | 6,617,122 | 6,497,139 | 38 |
| Total loans receivable | 130 | $19,047,518 | $17,034,303 | 100% |
| CECL reserve | (733,936) | |||
| Loans receivable, net | $18,313,582 | |||
(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,
2024, which is our principal balance net of (i)$1.2 billion of asset-specific debt, (ii)$106.7 million of cost-recovery
proceeds, (iii) our total loans receivable CECL reserve of$733.9 million, and (iv)$100.1 million of junior loan
interests that we have sold, but that remain included in our consolidated financial statements. See Note 2 for further
discussion of loan participations sold. Our asset-specific debt and loan participations sold are structurally non-
recourse and term-matched to the corresponding collateral loans.
Loan Risk Ratings
As further described in Note 2, we evaluate our loan portfolio on a quarterly basis. In conjunction with our quarterly loan
portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors. Factors
considered in the assessment include, but are not limited to, risk of loss, origination LTV, debt yield, collateral
performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk), which ratings
are defined in Note 2.
The following table allocates the net book value and net loan exposure balances based on our internal risk ratings ($ in
| Risk Rating | Number of Loans | Net Book Value | Net Loan Exposure(1) |
|---|---|---|---|
| 1 | 10 | $562,331 | $561,866 |
| 2 | 20 | 3,324,353 | 3,324,516 |
| 3 | 75 | 10,728,778 | 10,093,832 |
| 4 | 20 | 2,912,484 | 2,813,943 |
| 5 | 13 | 1,521,766 | 969,175 |
| Total loans receivable | 138 | $19,049,712 | $17,763,332 |
| CECL reserve | (741,541) | ||
| Loans receivable, net | $18,308,171 | ||
| Risk Rating | Number of Loans | Net Book Value | Net Loan Exposure(1) |
| 1 | 11 | $1,919,280 | $994,056 |
| 2 | 21 | 3,346,881 | 3,349,347 |
| 3 | 65 | 9,246,692 | 8,818,346 |
| 4 | 20 | 2,707,104 | 2,622,877 |
| 5 | 13 | 1,827,561 | 1,249,677 |
| Total loans receivable | 130 | $19,047,518 | $17,034,303 |
| CECL reserve | (733,936) | ||
| Loans receivable, net | $18,313,582 |
Our loan portfolio had a weighted-average risk rating of 3.0 as of both March 31, 2025 and December 31, 2024,
respectively.
Current Expected Credit Loss Reserve
The CECL reserves required under GAAP reflect our current estimate of potential credit losses related to the loans included
in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserves. The following table
presents the activity in our loans receivable CECL reserve by investment pool for thethree months ended March 31, 2025
and 2024 ($ in thousands):
| U.S. Loans(1) | Non-U.S. Loans | Unique Loans | Impaired Loans | Total | |
|---|---|---|---|---|---|
| Loans Receivable, Net | |||||
| CECL reserves as of December 31, 2024 | $80,057 | $26,141 | $47,087 | $580,651 | $733,936 |
| Increase in CECL reserves | 17,604 | 13,796 | 1,477 | 16,552 | 49,429 |
| Charge-offs of CECL reserves | — | — | — | (41,824) | (41,824) |
| CECL reserves as of March 31, 2025 | $97,661 | $39,937 | $48,564 | $555,379 | $741,541 |
| CECL reserves as of December 31, 2023 | $78,335 | $31,560 | $49,371 | $417,670 | $576,936 |
| (Decrease) increase in CECL reserves | (3,807) | (770) | (5,918) | 245,942 | 235,447 |
| Charge-offs of CECL reserves | — | — | — | (61,013) | (61,013) |
| CECL reserves as of March 31, 2024 | $74,528 | $30,790 | $43,453 | $602,599 | $751,370 |
(1)Includesone U.S. dollar-denominated loan that is located in Bermuda.
During thethree months ended March 31, 2025, we recorded a netincrease of$49.4 million in the CECL reserves against
our loans receivable portfolio, primarily due to a$32.9 million increase in our general CECL reserves, offset by charge-
offs of our CECL reserves of$41.8 million, bringing our total loans receivable CECL reserve to$741.5 million as of
March 31, 2025. This increase in our general CECL reserves was primarily as a result ofa change in the portfolio mix, as
loan repayments were offset by new originations, as well as changes in the historical loss rate. Additionally, we recorded an
increase in our asset-specific CECL reserves, primarily as a result ofone additional loan that was impaired during the three
months ended March 31, 2025, which was secured by an office asset. The office sector is generally facing reduced tenant
and capital markets demand in recent years. Impairments are each determined individually as a result of changes in the
specific credit quality factors for such loans. These factors included, among others, (i) the underlying collateral
performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the
borrower’s ability to pay the contractual amounts due under the terms of the loan. The income accrual was suspended on
theone loan that was impaired during the three months ended March 31, 2025, as the recovery of income and principal was
doubtful. During the three months ended March 31, 2025, we recorded$2.8 million of interest income on this loan. This
increase in the CECL reserves was partially offset by a resolution and a$41.8 million charge-off of the CECL reserve on
one previously impaired loan. The resolution was the result of an acquisition of title through a deed-in-lieu of foreclosure
transaction related to an office property located in Chicago, IL, which is now included on our consolidated balance sheet as
an REO asset.
receivable, with an aggregate amortized cost basis of$1.5 billion, net of cost-recovery proceeds. This CECL reserve was
recorded based on our estimation of the fair value of each of the loan's underlying collateral as of March 31, 2025. No
income was recorded on our impaired loans subsequent to determining that they were impaired. During the three months
ended March 31, 2025, we received an aggregate$18.9 million of cash proceeds from such loans that were applied as a
reduction to the amortized cost basis of each respective loan.
As of March 31, 2025, one of our performing loans with an amortized cost basis of$195.0 million, inclusive of a
$50.0 million junior loan participation sold, was past its current maturity date, was greater than 90 days past due on its
interest payment, and had a risk rating of “3.” This loan was not impaired as of March 31, 2025 as the estimated fair value
of the underlying collateral exceeded our basis in the loan. As of March 31, 2025, all other borrowers under performing
loans were in compliance with the applicable contractual terms of each respective loan, including any required payment of
interest. Refer to Note 2 for further discussion of our policies on revenue recognition and our CECL reserves.
Our primary credit quality indicator is our risk ratings, which are further discussed above. The following tables present the
net book value of our loan portfolio as of March 31, 2025 and 2024, respectively, by year of origination, investment pool,
and risk rating ($ in thousands):
| Net Book Value of Loans Receivable by Year of Origination(1) | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total |
| U.S. loans | |||||||
| 1 | $— | $— | $— | $151,381 | $215,728 | $114,183 | $481,292 |
| 2 | — | 60,754 | — | 197,014 | 1,628,396 | 152,678 | 2,038,842 |
| 3 | 554,167 | 270,141 | — | 1,537,931 | 2,187,705 | 931,344 | 5,481,288 |
| 4 | — | — | — | 363,173 | 842,455 | 970,948 | 2,176,576 |
| 5 | — | — | — | — | — | — | — |
| Total U.S. loans | $554,167 | $330,895 | $— | $2,249,499 | $4,874,284 | $2,169,153 | $10,177,998 |
| Non-U.S. loans | |||||||
| 1 | $— | $— | $— | $— | $81,039 | $— | $81,039 |
| 2 | 92,018 | — | — | 467,554 | 619,179 | 106,760 | 1,285,511 |
| 3 | 851,629 | — | — | 626,990 | 1,421,084 | 1,249,321 | 4,149,024 |
| 4 | — | — | — | — | — | 207,305 | 207,305 |
| 5 | — | — | — | — | — | — | — |
| Total Non-U.S. loans | $943,647 | $— | $— | $1,094,544 | $2,121,302 | $1,563,386 | $5,722,879 |
| Unique loans | |||||||
| 1 | $— | $— | $— | $— | $— | $— | $— |
| 2 | — | — | — | — | — | — | — |
| 3 | — | — | — | 822,403 | — | 276,063 | 1,098,466 |
| 4 | — | — | — | — | — | 528,603 | 528,603 |
| 5 | — | — | — | — | — | — | — |
| Total unique loans | $— | $— | $— | $822,403 | $— | $804,666 | $1,627,069 |
| Impaired loans | |||||||
| 1 | $— | $— | $— | $— | $— | $— | $— |
| 2 | — | — | — | — | — | — | — |
| 3 | — | — | — | — | — | — | — |
| 4 | — | — | — | — | — | — | — |
| 5 | — | — | — | 167,604 | 401,192 | 952,970 | 1,521,766 |
| Total impaired loans | $— | $— | $— | $167,604 | $401,192 | $952,970 | $1,521,766 |
| Total loans receivable | |||||||
| 1 | $— | $— | $— | $151,381 | $296,767 | $114,183 | $562,331 |
| 2 | 92,018 | 60,754 | — | 664,568 | 2,247,575 | 259,438 | 3,324,353 |
| 3 | 1,405,796 | 270,141 | — | 2,987,324 | 3,608,789 | 2,456,728 | 10,728,778 |
| 4 | — | — | — | 363,173 | 842,455 | 1,706,856 | 2,912,484 |
| 5 | — | — | — | 167,604 | 401,192 | 952,970 | 1,521,766 |
| Total loans receivable | $1,497,814 | $330,895 | $— | $4,334,050 | $7,396,778 | $5,490,175 | $19,049,712 |
| CECL reserve | (741,541) | ||||||
| Loans receivable, net | $18,308,171 | ||||||
| Gross charge-offs(2) | — | — | — | — | — | (41,824) | $(41,824) |
(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan
modifications.
(2)Represents charge-offs by year of origination during thethree months ended March 31, 2025.
| Net Book Value of Loans Receivable by Year of Origination(1) | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| U.S. loans | |||||||
| 1 | $— | $— | $151,674 | $245,289 | $60,240 | $1,381,858 | $1,839,061 |
| 2 | 60,651 | — | 197,153 | 1,611,856 | — | — | 1,869,660 |
| 3 | 268,408 | — | 1,599,604 | 2,160,837 | 691,097 | 392,470 | 5,112,416 |
| 4 | — | — | 236,780 | 1,019,672 | — | 726,513 | 1,982,965 |
| 5 | — | — | — | — | — | — | — |
| Total U.S. loans | $329,059 | $— | $2,185,211 | $5,037,654 | $751,337 | $2,500,841 | $10,804,102 |
| Non-U.S. loans | |||||||
| 1 | $— | $— | $— | $80,219 | $— | $— | $80,219 |
| 2 | — | — | 500,104 | 787,660 | 87,629 | 101,828 | 1,477,221 |
| 3 | — | — | 594,740 | 1,126,698 | — | 1,332,805 | 3,054,243 |
| 4 | — | — | — | — | — | 198,389 | 198,389 |
| 5 | — | — | — | — | — | — | — |
| Total Non-U.S. loans | $— | $— | $1,094,844 | $1,994,577 | $87,629 | $1,633,022 | $4,810,072 |
| Unique loans | |||||||
| 1 | $— | $— | $— | $— | $— | $— | $— |
| 2 | — | — | — | — | — | — | — |
| 3 | — | — | 814,225 | — | — | 265,808 | 1,080,033 |
| 4 | — | — | — | — | — | 525,750 | 525,750 |
| 5 | — | — | — | — | — | — | — |
| Total unique loans | $— | $— | $814,225 | $— | $— | $791,558 | $1,605,783 |
| Impaired loans | |||||||
| 1 | $— | $— | $— | $— | $— | $— | $— |
| 2 | — | — | — | — | — | — | — |
| 3 | — | — | — | — | — | — | — |
| 4 | — | — | — | — | — | — | — |
| 5 | — | — | 170,388 | 367,030 | 34,214 | 1,255,929 | 1,827,561 |
| Total impaired loans | $— | $— | $170,388 | $367,030 | $34,214 | $1,255,929 | $1,827,561 |
| Total loans receivable | |||||||
| 1 | $— | $— | $151,674 | $325,508 | $60,240 | $1,381,858 | $1,919,280 |
| 2 | 60,651 | — | 697,257 | 2,399,516 | 87,629 | 101,828 | 3,346,881 |
| 3 | 268,408 | $— | 3,008,569 | 3,287,535 | 691,097 | 1,991,083 | 9,246,692 |
| 4 | — | — | 236,780 | 1,019,672 | — | 1,450,652 | 2,707,104 |
| 5 | — | — | 170,388 | 367,030 | 34,214 | 1,255,929 | 1,827,561 |
| Total loans receivable | $329,059 | $— | $4,264,668 | $7,399,261 | $873,180 | $6,181,350 | $19,047,518 |
| CECL reserve | (733,936) | ||||||
| Loans receivable, net | $18,313,582 | ||||||
| Gross charge-offs(2) | — | — | (52,045) | (255,005) | — | (77,553) | $(384,603) |
(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan
modifications.
(2)Represents charge-offs by year of origination during theyear ended December 31, 2024.
Loan Modifications Pursuant to ASC 326
During thetwelve months ended March 31, 2025, we entered intosix loan modifications that require disclosure pursuant to
ASC 326. Five of these loans were collateralized by office assets andone was collateralized by a mixed-use asset.
Loans with a risk rating of “3” and “4” are included in the determination of our general CECL reserve and loans with a risk
rating of “5” have an asset-specific CECL reserve. Loan modifications that allow the option to pay interest in-kind increase
our potential economics and the size of our secured claim, as interest is capitalized and added to the outstanding principal
balance for applicable loans. As of March 31, 2025, no income was recorded on our loans subsequent to determining that
they were impaired and risk rated “5.”
One of the loan modifications included a term extension of 14 months. As of March 31, 2025, the amortized cost basis of
this loan was$108.7 million, or 0.6% of our aggregate loans receivable portfolio, with an aggregate$23.9 million of
unfunded commitments. This loan was in compliance with its modified contractual terms as of March 31, 2025.
The other five loan modifications included term extensions combined with other-than-insignificant payment delays and/or
interest rate reductions. The first loan modification included a term extension oftwo years, a$34.5 million increase in our
total loan commitment, and was converted to a fixed coupon rate of 15.00% with interest paid in-kind, inclusive of a senior
portion of our loan that accrues interest at a floating rate of SOFR +2.50%. We are accruing interest on the senior portion
of the loan, and deferring interest income recognition on the remaining portion. The second loan modification included a
term extension offive years, the borrower repaid$6.0 million of principal, and the loan was bifurcated into a separate
senior loan and mezzanine loan. We are accruing interest on the senior loan, which is paying interest current, and deferring
interest on the mezzanine loan that is paying interest in-kind. The third loan modification had a term extension of 4.8 years,
the interest rate decreased by 0.10%, and the loan was bifurcated into a separate senior loan and mezzanine loan. The
senior loan is paying interest partially current, and partially in-kind, while the mezzanine loan is paying interest in-kind.
We are accruing interest on the portion of the senior loan that is paying current and a portion that is paid in-kind, and
deferring interest income recognition on the remaining portion, including the entire mezzanine loan. The fourth loan
modification had a term extension of 3.8 years, the loan was bifurcated into a separate senior loan and mezzanine loan, and
the borrower paid a$1.7 million fee upon closing of the modification. We are accruing interest on the senior loan, which is
paying interest current, and deferring interest on the mezzanine loan that is paying interest in-kind. The fifth loan
modification had a term extension ofone year, the interest rate on the senior loan decreased by 2.43%, the borrower repaid
$25.0 million upon closing of the modification, and the loan was bifurcated into a separate senior loan and mezzanine loan.
The senior loan is paying interest partially current, and partially in-kind, while the mezzanine loan is paying interest in-
kind. We are accruing all of the interest on the senior loan that is paying partially current and partially in-kind, and
deferring interest on the mezzanine loan that is paying interest in-kind. As of March 31, 2025, the aggregate amortized cost
basis of these loans was$837.3 million, or 4.4% of our aggregate loans receivable portfolio, with an aggregate
$53.8 million of unfunded commitments. The loans were in compliance with their contractual terms as of March 31, 2025.
As of March 31, 2025, five of these modified loans had a risk rating of “5,” andone loan had a risk rating of “4.” In
aggregate, these modifications resulted in the bifurcation of four loans into separate senior and mezzanine loans. Of the
four newly bifurcated senior loans, three loans had a risk rating of “4,” andone loan had a risk rating of “3.” The four
newly bifurcated mezzanine loans all had a risk rating of “5.”
Multifamily Joint Venture
As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017. As of both March 31, 2025 and
December 31, 2024, our Multifamily Joint Venture held a$43.3 million loan, which is included in the loan disclosures
above. As of March 31, 2025 and December 31, 2024, our Multifamily Joint Venture also held a$32.3 million and
$32.4 million REO asset, respectively, which is included in the REO disclosures in Note 4. Refer to Note 2 for additional
discussion of our Multifamily Joint Venture.
- REAL ESTATE OWNED, NET
As of March 31, 2025 and December 31, 2024, we hadeight andseven REO assets, respectively. During thethree months
ended March 31, 2025, we acquiredone REO asset through a deed-in-lieu of foreclosure transaction, with an acquisition
price of$45.0 million. We allocated$19.7 million to building and building improvements,$15.0 million to land and land
improvements,$14.5 million to acquired intangible assets, and$(4.2) million to other components of the purchase price.
We charged off$41.8 million of CECL reserves relating to this loan, as the loan’s carrying value of$86.9 million at the
time of acquisition exceeded the acquisition date fair value noted above. See Note 2 for additional discussion of REO.
The acquisition ofone REO asset during thethree months ended March 31, 2025 was accounted for as an asset acquisition
under ASC Topic 805 “Business Combinations,” and we recognized this property as an REO asset held for investment. The
following table presents the REO assets that were acquired during thethree months ended March 31, 2025 ($ in
| Acquisition Date | Location | Property Type | Acquisition Date Fair Value |
|---|---|---|---|
| February 2025 | Chicago, IL | Office | $45,045 |
The following table presents the REO assets and liabilities included in our consolidated balance sheets ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Building and building improvements | $429,249 | $410,546 |
| Land and land improvements | 200,916 | 181,083 |
| Total | $630,165 | $591,629 |
| Less: accumulated depreciation | (10,369) | (3,444) |
| Real estate owned, net | $619,796 | $588,185 |
| Intangible real estate assets | $95,569 | $83,253 |
| Less: accumulated amortization | (14,188) | (5,964) |
| Intangible real estate assets, net(1) | $81,381 | $77,289 |
| Liabilities | ||
| Intangible real estate liabilities | $1,479 | $1,422 |
| Less: accumulated amortization | (104) | (1) |
| Intangible real estate liabilities, net(2) | $1,375 | $1,421 |
(1)Included within other assets on our consolidated balance sheets. Refer to Note 6 for additional information.
(2)Included within other liabilities on our consolidated balance sheets. Refer to Note 6 for additional information.
Revenue from real estate owned consisted of the following ($ in thousands):
| Three Months Ended March 31, | |
|---|---|
| 2025 | |
| Rental income | $14,334 |
| Other operating income | 22,699 |
| Revenue from real estate owned | $37,033 |
We recognized expenses from real estate owned of$46.3 million during thethree months ended March 31, 2025. These
expenses consisted of$30.1 million of operating expense and$16.2 million of depreciation and amortization expense.
These expenses are included in expenses from real estate owned in our consolidated statements of operations.
There wasno income or expense recognized related to REO assets during thethree months ended March 31, 2024.
The following table presents the undiscounted future minimum rents we expect to receive for our office properties as of
March 31, 2025. Leases at our multifamily assets are short term, generally 12 months or less, and are therefore not included
| Future Minimum Rents | |
|---|---|
| 2025 (remaining) | $40,779 |
| 2026 | 41,431 |
| 2027 | 29,852 |
| 2028 | 23,233 |
| 2029 | 19,634 |
| Thereafter | 37,262 |
| Total | $192,191 |
The following table presents the amortization of lease intangibles for each of the succeeding fiscal years ($ in thousands):
| In-place lease intangibles · Above-market lease intangibles · Below-market lease intangibles | |||
|---|---|---|---|
| 2025 (remaining) | $23,316 | $4,097 | $(285) |
| 2026 | 17,205 | 3,453 | (282) |
| 2027 | 8,977 | 2,445 | (254) |
| 2028 | 5,791 | 1,933 | (174) |
| 2029 | 4,384 | 1,306 | (138) |
| Thereafter | 6,219 | 2,255 | (242) |
| Total | $65,892 | $15,489 | $(1,375) |
- INVESTMENTS IN UNCONSOLIDATED ENTITIES
We hold a 75% ownership interest in the Net Lease Joint Venture, which is accounted for under the equity method of
accounting, as our ownership interest in the joint venture does not meet the requirements for consolidation. As of
March 31, 2025, the Net Lease Joint Venture heldsix investments. Refer to Note 2 for additional discussion of our Net
Lease Joint Venture.
During thethree months ended March 31, 2025 we contributed$25.6 million to the joint venture, didnot receive any
distributions, and recorded an$874,000 loss from unconsolidated entities in our consolidated statements of operations. As
of March 31, 2025 and December 31, 2024, our investment in unconsolidated entities totaled$29.0 million and
$4.5 million, respectively. There wasno income or loss from unconsolidated entities for thethree months ended March 31,
In the first quarter of 2025, the Net Lease Joint Venture entered into a derivative agreement where we would be required to
make payment for periodic or final settlement of derivative contracts if the Net Lease Joint Venture is unable to fulfill its
obligations.
- OTHER ASSETS AND LIABILITIES
Other Assets
The following table details the components of our other assets ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued interest receivable | $146,587 | $160,131 |
| Real estate intangible assets, net | 81,381 | 77,289 |
| Collateral deposited under derivative agreements | 69,640 | 4,810 |
| Other real estate assets | 15,072 | 9,338 |
| Accounts receivable and other assets(1) | 11,326 | 134,030 |
| Derivative assets | 4,987 | 72,454 |
| Loan portfolio payments held by servicer(2) | 1,886 | 113,199 |
| Prepaid expenses | 1,046 | 1,002 |
| Total | $331,925 | $572,253 |
(1)December 31, 2024 balance includes$95.5 million of cash collateral held by our CLOs that was subsequently
remitted by the trustee to repay a portion of the outstanding senior CLO securities.
(2)Primarily represents loan principal held by our third-party loan servicer as of the balance sheet date that were
remitted to us during the subsequent remittance cycle.
Other Liabilities
The following table details the components of our other liabilities ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other real estate liabilities | $85,363 | $72,018 |
| Accrued dividends payable | 80,644 | 81,214 |
| Derivative liabilities | 68,158 | 5,238 |
| Accrued interest payable | 65,294 | 77,855 |
| Accrued management and incentive fees payable | 17,235 | 18,534 |
| Accounts payable and other liabilities | 12,787 | 13,834 |
| Current expected credit loss reserves for unfunded loan commitments(1) | 10,487 | 10,412 |
| Secured debt repayments pending servicer remittance(2) | 1,309 | 3,742 |
| Total | $341,277 | $282,847 |
(1)Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the
CECL reserves.
(2)Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties
during the subsequent remittance cycle.
Current Expected Credit Loss Reserves for Unfunded Loan Commitments
As of March 31, 2025, we had aggregate unfunded commitments of$1.0 billion related to 57 loans receivable. The
expected credit losses over the contractual period of our loans are impacted by our obligation to extend further credit
through our unfunded loan commitments. See Note 2 for further discussion of the CECL reserves related to our unfunded
loan commitments, and Note 22 for further discussion of our unfunded loan commitments. During thethree months ended
March 31, 2025, we recordedan increase in the CECL reserves related to our unfunded loan commitments of$75,000,
bringing our total unfunded loan commitments CECL reserve to$10.5 million as of March 31, 2025. During thethree
months ended March 31, 2024, we recordeda decrease in the CECL reserves related to our unfunded loan commitments of
$2.7 million, bringing our total unfunded loan commitments CECL reserve to$12.6 million as of March 31, 2024.
- SECURED DEBT, NET
Our secured debt represents borrowings under our secured credit facilities. During thethree months ended March 31, 2025,
we closed$732.4 million of new borrowings against$908.0 million of collateral assets.
The following table details our secured debt ($ in thousands):
| Secured Debt Borrowings Outstanding | ||
|---|---|---|
| March 31, 2025 | December 31, 2024 | |
| Secured credit facilities | $10,011,541 | $9,705,529 |
| Deferred financing costs(1) | (11,514) | (9,195) |
| Net book value of secured debt | $10,000,027 | $9,696,334 |
(1)Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred
and recognized as a component of interest expense over the life of each related facility.
Secured Credit Facilities
Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with
sufficient flexibility to accommodate our investment and asset management strategy. The facilities are uniformly structured
to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions. Our
credit facilities are diversified across 14 counterparties, primarily consisting of top global financial institutions to minimize
our counterparty risk exposure.
The following table details our secured credit facilities as of March 31, 2025 ($ in thousands):
| March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Recourse Limitation | ||||||||
| Currency | Lenders(1) | Borrowings | Wtd. Avg. Maturity(2) | Loan Count | Collateral(3) | Wtd. Avg.Maturity(4) | Wtd. Avg. | Range |
| USD | 13 | $4,492,461 | December 2026 | 87 | $7,501,830 | January 2027 | 39% | 25% - 100% |
| GBP | 6 | 2,301,773 | June 2027 | 16 | 3,049,147 | June 2027 | 25% | 25% |
| EUR | 7 | 1,757,902 | December 2026 | 10 | 2,404,172 | December 2026 | 38% | 25% - 100% |
| Others(5) | 4 | 1,459,405 | June 2028 | 7 | 1,824,255 | June 2028 | 25% | 25% |
| Total | 14 | $10,011,541 | April 2027 | 120 | $14,779,404 | April 2027 | 34% | 25% - 100% |
(1)Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of
facility lenders.
(2)Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-
average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all
extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured
credit facility is used.
(3)Represents the principal balance of the collateral loan assets and the book value of the collateral REO assets.
(4)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid
prior to such date.
(5)Includes Australian Dollar, Canadian Dollar, Swedish Krona, and Swiss Franc currencies.
The availability of funding under our secured credit facilities is based on the amount of approved collateral, which
collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a
mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the
limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each
facility, and therefore vary within and among the facilities.
The following tables detail the spread of our secured credit facilities as of March 31, 2025 and December 31, 2024 ($ in
| Three Months Ended March 31, 2025 · March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Spread(1) | New Financings(2) | TotalBorrowings | Wtd. Avg.All-in Cost(1)(3)(4) | Collateral(5) | Wtd. Avg.All-in Yield(1)(3) | Net Interest Margin(6) |
| + 1.50% or less | $332,431 | $4,070,890 | +1.52% | $6,215,254 | +3.19% | +1.67% |
| + 1.51% to + 1.75% | 315,623 | 2,598,070 | +1.77% | 3,391,195 | +3.43% | +1.66% |
| + 1.76% to + 2.00% | — | 952,714 | +2.09% | 1,751,216 | +3.70% | +1.61% |
| + 2.01% or more | 84,305 | 2,389,867 | +2.61% | 3,421,739 | +4.27% | +1.66% |
| Total | $732,359 | $10,011,541 | +1.90% | $14,779,404 | +3.55% | +1.65% |
| Year Ended December 31, 2024 · December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Spread(1) | New Financings(2) | TotalBorrowings | Wtd. Avg. All-in Cost(1)(3)(4) | Collateral(5) | Wtd. Avg. All-in Yield(1)(3) | Net InterestMargin(6) |
| + 1.50% or less | $165,616 | $3,976,192 | +1.53% | $6,185,925 | +3.18% | +1.65% |
| + 1.51% to + 1.75% | 74,118 | 2,238,376 | +1.78% | 3,140,937 | +3.52% | +1.74% |
| + 1.76% to + 2.00% | — | 969,541 | +2.09% | 1,802,431 | +3.67% | +1.58% |
| + 2.01% or more | 374,407 | 2,521,420 | +2.61% | 3,678,528 | +4.31% | +1.70% |
| Total | $614,141 | $9,705,529 | +1.92% | $14,807,821 | +3.58% | +1.66% |
(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include
SOFR, SONIA, EURIBOR, CORRA, and other indices as applicable.
(2)Represents the amount of new borrowings we closed during thethree months ended March 31, 2025 andyear ended
December 31, 2024, respectively.
(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective
borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension
fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. All-in yield excludes loans
(4)Represents the weighted-average all-in cost as of March 31, 2025 and December 31, 2024, respectively, and is not
necessarily indicative of the spread applicable to recent or future borrowings.
(5)Represents the principal balance of the collateral loan assets and the book value of the collateral REO assets.
(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.
Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral
in our discretion within certain maximum/minimum amounts and frequency limitations. As of March 31, 2025, there was
an aggregate$915.7 million available to be drawn at our discretion under our credit facilities.
Financial Covenants
As of March 31, 2025, we are subject to the following financial covenants related to our secured debt: (i) our ratio of
earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements,
shall be not less than 1.25 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than$3.6 billion
as of each measurement date plus 75% to 85% of the net cash proceeds of future equity issuances subsequent to March 31,
2025; (iii) cash liquidity shall not be less than the greater of (x)$10.0 million or (y) no more than 5% of our recourse
indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of March 31, 2025 and
December 31, 2024, we were in compliance with these covenants.
During thethree months ended March 31, 2025, the financial covenant under each applicable secured debt agreement
related to the ratio of our EBITDA to fixed charges, as noted above, was amended so that the ratio shall be not less than
1.25 to 1.0 with respect to each of the four fiscal quarters beginning with thequarter ended September 30, 2024, and shall
be not less than 1.3 to 1.0 thereafter.
- SECURITIZED DEBT OBLIGATIONS, NET
We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The CLOs are consolidated
in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 20 for
further discussion of our CLOs. The following tables detail our securitized debt obligations and the underlying collateral
assets that are financed by our CLOs ($ in thousands):
| March 31, 2025 | |||||
|---|---|---|---|---|---|
| Securitized Debt Obligations | Count | Principal Balance | BookValue(1) | Wtd. Avg. Yield/Cost(2)(3) | Term(4) |
| 2025 FL5 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | $831,250 | $821,167 | + 2.08% | October 2042 |
| Underlying Collateral Assets | 19 | 1,000,000 | 1,000,000 | + 3.41% | July 2028 |
| 2021 FL4 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | 670,149 | 670,149 | + 1.42% | May 2038 |
| Underlying Collateral Assets | 22 | 849,996 | 849,996 | + 2.90% | October 2026 |
| 2020 FL3 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | 469,730 | 469,730 | + 2.44% | November 2037 |
| Underlying Collateral Assets | 12 | 637,509 | 637,509 | + 3.04% | December 2026 |
| 2020 FL2 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | 598,850 | 598,850 | + 1.65% | February 2038 |
| Underlying Collateral Assets | 12 | 831,395 | 831,395 | + 3.27% | October 2026 |
| Total | |||||
| Senior CLO Securities Outstanding(5) | 4 | $2,569,979 | $2,559,896 | +1.88% | |
| Underlying Collateral Assets | 65 | $3,318,900 | $3,318,900 | + 3.31% | |
extension options are exercised by the borrower, and excludes REO assets. Repayments of securitized debt
obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents
the rated final distribution date of the securitizations.
(5)During thethree months ended March 31, 2025, we recorded$27.6 million of interest expense related to our
securitized debt obligations.
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Securitized Debt Obligations | Count | Principal Balance | Book Value(1) | Wtd. Avg. Yield/Cost(2)(3) | Term(4) |
| 2021 FL4 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | $785,453 | $785,442 | + 1.39% | May 2038 |
| Underlying Collateral Assets | 22 | 952,764 | 952,764 | + 2.95% | August 2026 |
| 2020 FL3 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | 552,664 | 552,664 | + 1.92% | November 2037 |
| Underlying Collateral Assets | 12 | 743,914 | 743,914 | + 2.92% | June 2026 |
| 2020 FL2 Collateralized Loan Obligation | |||||
| Senior CLO Securities Outstanding | 1 | 598,850 | 598,850 | + 1.50% | February 2038 |
| Underlying Collateral Assets | 12 | 855,725 | 855,725 | + 2.79% | August 2026 |
| Total | |||||
| Senior CLO Securities Outstanding(5) | 3 | $1,936,967 | $1,936,956 | +1.57% | |
| Underlying Collateral Assets | 46 | $2,552,403 | $2,552,403 | +2.98% | |
extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the
related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of
the securitizations.
(5)During theyear ended December 31, 2024, we recorded$157.0 million of interest expense related to our securitized
debt obligations.
- ASSET-SPECIFIC DEBT, NET
The following table details our asset-specific debt ($ in thousands):
| March 31, 2025 | |||||
|---|---|---|---|---|---|
| Asset-Specific Debt | Count | Principal Balance | Book Value(1) | Wtd. Avg.Yield/Cost(2) | Wtd. Avg. Term(3) |
| Financing provided | 2 | $494,081 | $492,235 | + 3.36% | September 2029 |
| Collateral assets | 2 | $611,628 | $606,073 | + 4.58% | September 2029 |
| December 31, 2024 | |||||
| Asset-Specific Debt | Count | Principal Balance | Book Value(1) | Wtd. Avg. Yield/Cost(2) | Wtd. Avg. Term(3) |
| Financing provided | 2 | $1,228,110 | $1,224,841 | + 3.20% | June 2026 |
| Collateral assets | 2 | $1,467,185 | $1,459,864 | + 4.03% | June 2026 |
(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates,
which include SOFR and CORRA, as applicable. These floating rate loans and related liabilities are currency and
index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost
includes the amortization of deferred origination fees and financing costs.
(3)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all
extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case
to the corresponding collateral loans.
- LOAN PARTICIPATIONS SOLD, NET
The sale of a non-recourse interest in a loan through a participation agreement generally does not qualify for sale
accounting under GAAP. For such transactions, we therefore present the whole loan as an asset and the loan participation
sold as a liability on our consolidated balance sheet until the loan is repaid. We generally have no obligation to pay
principal and interest under these liabilities, and the gross presentation of loan participations sold does not impact our
stockholders’ equity or net income.
The following table details our loan participations sold ($ in thousands):
| March 31, 2025 | |||||
|---|---|---|---|---|---|
| Loan Participations Sold | Count | Principal Balance | Book Value(1) | Wtd. Avg. Yield/Cost(2) | Term(3) |
| Junior Participations | |||||
| Loan Participation(4) | 2 | $101,672 | $101,672 | + 9.72% | February 2026 |
| Total Loan | 2 | 456,960 | 456,891 | + 6.07% | February 2026 |
| December 31, 2024 | |||||
| Loan Participations Sold | Count | Principal Balance | Book Value(1) | Wtd. Avg. Yield/Cost(2) | Term(3) |
| Junior Participations | |||||
| Loan Participation(4) | 2 | $100,064 | $100,064 | + 9.75% | February 2026 |
| Total Loan | 2 | 442,142 | 442,008 | + 6.14% | February 2026 |
(2)The weighted-average all-in yield and cost are expressed over the relevant floating benchmark rates, which include
SOFR and SONIA, as applicable. This non-debt participation sold structure is inherently matched in terms of
currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees and
financing costs.
(3)The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by
the borrower. Our loan participations sold are inherently non-recourse and term-matched to the corresponding loan.
(4)During thethree months ended March 31, 2025, we recorded$3.0 million of interest expense related to our loan
participations sold. During theyear ended December 31, 2024, we recorded $22.6 million of interest expense related
to our loan participations sold.
- TERM LOANS, NET
As of March 31, 2025, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):
| Term Loans | Face Value | Interest Rate(1) | All-in Cost(1)(2) | Maturity |
|---|---|---|---|---|
| B-1 Term Loan | $309,268 | + 2.36% | + 2.53% | April 23, 2026 |
| B-4 Term Loan | 803,105 | + 3.50% | + 4.11% | May 9, 2029 |
| B-5 Term Loan | 648,375 | + 3.75% | + 4.27% | December 10, 2028 |
| Total face value | $1,760,748 | |||
(1)The B-4 Term Loan and the B-5 Term Loan borrowings are subject to a floor of 0.50%. The Term Loans are
indexed to one-month SOFR.
(2)Includes issue discount and transaction expenses that are amortized through interest expense over the life of the
Term Loans.
The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the aggregate initial principal
balance due in quarterly installments. The issue discount and transaction expenses on the B-1 Term Loan were$3.1 million
and$12.6 million, respectively. The issue discount and transaction expenses of the B-4 Term Loan were$17.3 million and
$10.3 million, respectively. The issue discount and transaction expenses of the B-5 Term loan were$3.3 million and
$5.9 million, respectively. These discounts and expenses are amortized into interest expense over the life of each Term
Loan. During thethree months ended March 31, 2025, we recorded$36.2 million of interest expense related to our Term
Loans, including$2.2 million of amortization of deferred fees and expenses.
The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Face value | $1,760,748 | $1,764,437 |
| Deferred financing costs and unamortized discount | (30,183) | (32,364) |
| Net book value | $1,730,565 | $1,732,073 |
The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of
March 31, 2025 and December 31, 2024, we were in compliance with this covenant. Refer to Note 2 for additional
discussion of our accounting policies for the Term Loans.
- SENIOR SECURED NOTES, NET
As of March 31, 2025, the following senior secured notes, or Senior Secured Notes, were outstanding ($ in thousands):
| Senior Secured Notes Issuance · Face Value · Interest Rate · All-in Cost(1) · Maturity | |||||
|---|---|---|---|---|---|
| October 2021 | $335,316 | 3.75% | 4.06% | January 15, 2027 | |
| December 2024 | 450,000 | 7.75% | (2) | 8.14% | December 1, 2029 |
(1)Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.
(2)Represents the stated coupon rate of the notes. We have entered into an interest rate swap that effectively converts
our fixed rate exposure to a SOFR + 3.95% floating rate exposure.
The transaction expenses on thesenior secured notes due 2027, or the October 2021 senior secured notes, were
$6.3 million, which are amortized into interest expense over the life of the October 2021 senior secured notes. The
transaction expenses on thesenior secured notes due 2029, or the December 2024 senior secured notes, were$7.9 million,
which are amortized into interest expense over the life of the December 2024 senior secured notes. During thethree months
ended March 31, 2025, we recorded$12.6 million of interest expense related to our Senior Secured Notes, including
$697,000 of amortization of deferred fees and expenses.
There wasno repurchase activity or gain on debt extinguishment during thethree months ended March 31, 2025. During
thethree months ended March 31, 2024, we repurchased an aggregate principal amount of $26.2 million of the October
2021 senior secured notes at a weighted-average price of 88%. This resulted in a gain on extinguishment of debt of
$3.0 million during thethree months ended March 31, 2024.
The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Face value | $785,316 | $785,316 |
| Deferred financing costs | (9,237) | (9,857) |
| Hedging adjustments(1) | 3,108 | (4,424) |
| Net book value | $779,187 | $771,035 |
(1)Represents the fair value of an interest rate swap that we entered into to convert the fixed rate exposure of the
December 2024 senior secured notes into floating rate. Refer to Note 14 for additional discussion.
The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets.
As of March 31, 2025 and 2024, we were in compliance with this covenant. Under certain circumstances, we may, at our
option, release all of the collateral securing our Senior Secured Notes, in which case we would also be required to maintain
a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater. This covenant is not currently in effect
as the collateral securing our Senior Secured Notes has not been released.
- CONVERTIBLE NOTES, NET
As of March 31, 2025, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):
| Convertible Notes Issuance | Face Value | Interest Rate | All-in Cost(1) | Conversion Price(2) | Maturity |
|---|---|---|---|---|---|
| March 2022 convertible notes | $266,157 | 5.50% | 5.79% | $36.27 | March 15, 2027 |
(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the
effective interest method.
(2)Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the Convertible
Notes. The conversion rate represents the number of shares of class A common stock issuable per$1,000 principal
amount of Convertible Notes. The cumulative dividend threshold hasnot been exceeded as of March 31, 2025.
Other than as provided by the optional redemption provisions with respect to our Convertible Notes, we may not redeem
the Convertible Notes prior to maturity. The Convertible Notes are convertible at the holders’ option into shares of our
class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the
applicable conversion rate in effect on the conversion date. Thereafter, the Convertible Notes are convertible at the option
of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported
sale price of our class A common stock of$20.00 on March 31, 2025, the last trading day in thethree months ended
March 31, 2025, was less than the per share conversion price of the Convertible Notes.
The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Face value | $266,157 | $266,157 |
| Deferred financing costs and unamortized discount | (2,259) | (2,541) |
| Net book value | $263,898 | $263,616 |
The following table details our interest expense relatedto the Convertible Notes ($ in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash coupon | $3,660 | $4,125 |
| Discount and issuance cost amortization | 282 | 319 |
| Total interest expense | $3,942 | $4,444 |
Accrued interest payable for the Convertible Notes was$649,000 and$4.3 million as of March 31, 2025 and December 31,
2024, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.
- DERIVATIVE FINANCIAL INSTRUMENTS
The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our
investments and/or financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair
value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not
designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other
identified risks. Refer to Note 2 for additional discussion of the accounting for designated and non-designated hedges.
The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these
contractual arrangements do not perform as agreed. To mitigate this risk, we only enter into derivative financial
instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and
our affiliates also have other financial relationships.
Net Investment Hedges of Foreign Currency Risk
Certain of our international investments expose us to fluctuations in foreign interest rates and currency exchange rates.
These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S.
dollar. We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash
flows in terms of the U.S. dollar.
Designated Hedges of Foreign Currency Risk
The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of
foreign currency risk (notional amounts in thousands):
| March 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|
| Foreign Currency Derivatives | Number of Instruments | Notional Amount | Foreign Currency Derivatives | Number of Instruments | Notional Amount |
| Buy USD / Sell SEK Forward | 2 | kr 970,177 | Buy USD / Sell SEK Forward | 2 | kr 971,180 |
| Buy USD / Sell GBP Forward | 9 | £596,868 | Buy USD / Sell GBP Forward | 5 | £604,739 |
| Buy USD / Sell EUR Forward | 8 | €615,758 | Buy USD / Sell EUR Forward | 8 | €603,910 |
| Buy USD / Sell AUD Forward | 4 | A$364,687 | Buy USD / Sell AUD Forward | 6 | A$355,703 |
| Buy USD / Sell CAD Forward | 3 | C$119,585 | Buy USD / Sell CHF Forward | 1 | CHF6,752 |
| Buy USD / Sell CHF Forward | 1 | CHF6,752 | |||
Non-designated Hedges of Foreign Currency Risk
The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign
currency risk (notional amounts in thousands):
| March 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|
| Non-designated Hedges | Number of Instruments | Notional Amount | Non-designated Hedges | Number of Instruments | Notional Amount |
| Buy EUR / Sell USD Forward | 2 | €14,300 | Buy GBP / Sell USD Forward | 3 | £54,400 |
| Buy USD / Sell EUR Forward | 2 | €14,300 | Buy USD / Sell GBP Forward | 3 | £54,400 |
| Buy GBP / Sell USD Forward | 2 | £6,600 | |||
| Buy USD / Sell GBP Forward | 2 | £6,600 | |||
Fair Value Hedges of Interest Rate Risk
Certain of our corporate financings expose us to fluctuations in the fair value of our outstanding fixed rate debt. We use
derivative financial instruments, which include interest rate swaps, to hedge interest rate risk associated with changes in the
fair value of our fixed rate debt. The changes in the value of the interest rate swap is recognized in earnings and offset the
corresponding changes in the fair value of the debt.
The following tables detail our outstanding interest rate derivatives that were designated as fair value hedges of interest rate
risk (notional amount in thousands):
| March 31, 2025 | |||||
|---|---|---|---|---|---|
| Interest Rate Derivatives | Number of Instruments | Notional Amount | Fixed Rate | Index | Maturity (Years) |
| Interest Rate Swaps | 1 | $450,000 | 3.81% | SOFR | 4.7 |
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Interest Rate Derivatives | Number of Instruments | Notional Amount | Fixed Rate | Index | Maturity (Years) |
| Interest Rate Swaps | 1 | $450,000 | 3.81% | SOFR | 4.9 |
The following tables detail the carrying amount and cumulative basis adjustments on hedged items designated as fair value
hedges ($ in thousands):
| March 31, 2025 | ||
|---|---|---|
| Line Item in the Consolidated Balance Sheets in which the Hedged Item is Included | Carrying Amount of the Hedged Assets/ Liabilities | Cumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount |
| Senior secured notes, net | $445,664 | $3,108 |
| December 31, 2024 | ||
|---|---|---|
| Line Item in the Consolidated Balance Sheets in which the Hedged Item is Included | Carrying Amount of the Hedged Assets/ Liabilities | Cumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount |
| Senior secured notes, net | $437,760 | $(4,424) |
Financial Statement Impact of Hedges of Foreign Currency and Interest Rate Risks
The following table presents the effect of our derivative financial instruments on our consolidated statements of operations
| Increase (Decrease) to Net Interest Income Recognized from Derivatives | |||
|---|---|---|---|
| Three Months Ended March 31, | |||
| Derivatives in Hedging Relationships | Location of Income (Expense) Recognized | 2025 | 2024 |
| Designated Hedges | Interest Income(1) | $2,951 | $4,412 |
| Designated Hedges | Interest Expense(2) | (568) | 425 |
| Non-Designated Hedges | Interest Income(1) | — | (6) |
| Non-Designated Hedges | Interest Expense(3) | 3 | 7 |
| Total | $2,386 | $4,838 | |
(1)Represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate
differentials between the applicable base rate for our foreign currency investments and prevailing US interest rates.
These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-
equivalent interest rates.
(2)Represents the financial statement impact of proceeds (payments) from periodic settlements related to our interest
rate swap.
(3)Represents the spot rate movement in our non-designated foreign currency hedges, which are marked-to-market and
recognized in interest expense.
Fair Value Hedges
The following table presents the net gains(losses)on derivatives and the related hedged items in fair value hedging
relationships for thethree months ended March 31, 2025 ($ in thousands):
| Three Months Ended March 31, 2025 | |
|---|---|
| Total interest and related expenses presented in the consolidated statement of operations | $242,233 |
| Gains (losses) on fair value hedging relationships: | |
| Total gain on derivative instruments | $3,164 |
| Fair value basis adjustment on hedged items | (3,108) |
| Derivative settlements and accruals | 818 |
| Net Gain on Fair Value Hedging Relationships(1) | $874 |
(1)Included within interest and related expenses presented in the consolidated statement of operations.
There were no fair value hedges outstanding during thethree months ended March 31, 2024.
Valuation and Other Comprehensive Income
The following table summarizes the fair value of our derivative financial instruments ($ in thousands):
| Fair Value of Derivatives in an Asset Position(1) as of | Fair Value of Derivatives in a Liability Position(2) as of | |||
|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 | |
| Derivatives designated as hedging instruments: | ||||
| Foreign exchange contracts | $1,432 | $69,433 | $66,805 | $— |
| Interest rate derivatives | 3,164 | — | — | 4,386 |
| Total derivatives designated as hedging instruments | $4,596 | $69,433 | $66,805 | $4,386 |
| Derivatives not designated as hedging instruments: | ||||
| Foreign exchange contracts | $391 | $3,021 | $1,353 | $852 |
| Interest rate derivatives | — | — | — | — |
| Total derivatives not designated as hedging instruments | $391 | $3,021 | $1,353 | $852 |
| Total Derivatives | $4,987 | $72,454 | $68,158 | $5,238 |
(1)Included in other assets in our consolidated balance sheets
(2)Included in other liabilities in our consolidated balance sheets.
The following table presents the effect of our derivative financial instruments on our consolidated statements of
comprehensive income and operations ($ in thousands):
| Derivatives in Hedging Relationships · Amount of Gain (Loss) Recognized inOCI on Derivatives · Location of Gain (Loss) Reclassifiedfrom Accumulated OCI into Income · Amount ofGain (Loss) Reclassified from Accumulated OCI into Income | |||||
|---|---|---|---|---|---|
| Three Months Ended March 31, · Three Months Ended March 31, | |||||
| 2025 · 2024 · 2025 · 2024 | |||||
| Net Investment Hedges | |||||
| Foreign exchange contracts(1) | $(60,394) | $45,741 | Interest Expense | $— | $— |
| Cash Flow Hedges | |||||
| Interest rate derivatives | — | 832 | Interest Expense(2) | — | 425 |
| Total | $(60,394) | $46,573 | $— | $425 | |
(1)During thethree months ended March 31, 2025 and 2024, wereceived net cash settlements of$80.5 million and
paid net cash settlements of$67.3 million on our foreign currency forward contracts, respectively. Those amounts
are included as a component of accumulated other comprehensive income on our consolidated balance sheets.
(2)During thethree months ended March 31, 2025, we recorded total interest and related expenses of$242.2 million
which was reduced by$0 related to income generated by our cash flow hedges. During thethree months ended
March 31, 2024, we recorded total interest and related expenses of$343.7 million which was reduced by$425,000
related to income generated by our cash flow hedges.
Credit-Risk Related Contingent Features
We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to
default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the
lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our
derivative counterparties require that we post collateral to secure net liability positions. As of March 31, 2025, we were in a
net liability position with our counterparties related to our foreign exchange hedges, and had$69.6 million of collateral
posted withtwo counterparties. As of December 31, 2024, we were in a net asset position with our counterparties related to
our foreign exchange hedges, and had$4.8 million of collateral posted with one counterparty related to our interest rate
swap.
- EQUITY
Stock and Stock Equivalents
Authorized Capital
As of March 31, 2025 we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of
class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our
board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In
addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and
preferred stock. We didnot have any shares of preferred stock issued and outstanding as of March 31, 2025 and
December 31, 2024.
Share Repurchase Program
In July 2024, our board of directors authorized the repurchase of up to$150.0 million of our class A common stock. Under
the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated
transactions, in agreements and arrangements structured in a manner consistent with Rules 10b-18 and 10b5-1 under the
Exchange Act or otherwise. The timing and the actual amounts repurchased will depend on a variety of factors, including
legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or
discontinued at any time and does not have a specified expiration date.
During thethree months ended March 31, 2025, we repurchased 1,792,836 shares of class A common stock at a weighted-
average price per share of$17.63, for a total cost of$31.6 million. We didnot have any repurchases of class A common
stock during thethree months ended March 31, 2024. As of March 31, 2025, the amount remaining available for
repurchases under the program was$89.2 million.
Class A Common Stock and Deferred Stock Units
Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and
are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of
the holders of shares of outstanding preferred stock, if any.
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 18 for additional
discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units
to certain members of our board of directors for services rendered. These deferred stock units are non-voting, but carry the
right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid
to holders of shares of class A common stock.
The following table details the movement in our outstanding shares of class A common stock, including restricted class A
common stock and deferred stock units:
| Three Months Ended March 31, | ||
|---|---|---|
| Common Stock Outstanding(1) | 2025 | 2024 |
| Beginning balance | 173,204,190 | 173,569,397 |
| Issuance of class A common stock(2) | 1,080 | 1,436 |
| Repurchase of class A common stock | (1,792,836) | — |
| Issuance of restricted class A common stock, net(3) | 469,464 | 370,936 |
| Issuance of deferred stock units | 10,662 | 10,709 |
| Ending balance | 171,892,560 | 173,952,478 |
(1)Includes 310,108 and 370,173, deferred stock units held by members of our board of directors as of March 31, 2025
and 2024, respectively.
(2)Represents shares issued under our dividend reinvestment program during thethree months ended March 31, 2025
and 2024, respectively.
(3)Net of 12,408 and 92,167 shares of restricted class A common stock forfeited under our stock-based incentive plans
during thethree months ended March 31, 2025 and 2024, respectively.
Dividend Reinvestment and Direct Stock Purchase Plan
We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for
issuance, in the aggregate,10,000,000 shares of class A common stock. Under the dividend reinvestment component of this
plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional
shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to
our approval, to purchase shares of class A common stock directly from us. During thethree months ended March 31, 2025
and 2024, we issued 1,080 shares and 1,436 shares, respectively, of class A common stock under the dividend reinvestment
component of the plan. As of March 31, 2025, a total of 9,968,032 shares of class A common stock remained available for
issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
As of March 31, 2025, we are party toseven equity distribution agreements, or ATM Agreements, pursuant to which we
may sell, from time to time, up to an aggregate sales price of$699.1 million of our class A common stock. Sales of class A
common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are
deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales
depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital
needs, and our determination of the appropriate sources of funding to meet such needs. During thethree months ended
March 31, 2025 or March 31, 2024, we didnot issue any shares of our class A common stock under ATM Agreements. As
of March 31, 2025, sales of our class A common stock with an aggregate sales price of$480.9 million remained available
for issuance under our ATM Agreements.
Dividends
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as
calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal
Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the
discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will
depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors
as our board of directors deems relevant.
On March 14, 2025, we declared a dividend of $0.47 per share, or$80.6 million in aggregate, that was paid on April 15,
2025 to stockholders of record as of March 31, 2025.
The following table details our dividend activity ($ in thousands, except per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Dividends declared per share of common stock | $0.47 | $0.62 |
| Class A common stock dividends declared | $80,644 | $107,678 |
| Deferred stock unit dividends declared | 193 | 223 |
| Total dividends declared | $80,837 | $107,901 |
Earnings Per Share
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested
shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted
shares have the same rights as our other shares of class A common stock, including participating in any dividends, and
therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our
Convertible Notes are included in dilutive earnings per share using the if-converted method when the effect is not
antidilutive.
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on
the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per
share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Basic Earnings | ||
| Net loss(1) | $(357) | $(123,838) |
| Weighted-average shares outstanding, basic and diluted(2) | 172,004,888 | 174,041,630 |
| Per share amount, basic and diluted | $(0.00) | $(0.71) |
(1)Representsnet loss attributable to Blackstone Mortgage Trust, Inc.
(2)For both thethree months ended March 31, 2025 and March 31, 2024, our Convertible Notes were not included in
the calculation of diluted earnings per share, as the impact is antidilutive. Refer to Note 13 for further discussion of
our convertible notes.
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of March 31, 2025, total accumulated other comprehensive income was$8.6 million, primarily representing
$211.6 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by
$203.0 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign
currencies. As of December 31, 2024, total accumulated other comprehensive income was$8.3 million, primarily
representing$272.1 million of net realized and unrealized gains related to changes in the fair value of derivative
instruments offset by$263.9 million of cumulative unrealized currency translation adjustments on assets and liabilities
denominated in foreign currencies.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily
Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of
operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint
Venture. As of March 31, 2025, our Multifamily Joint Venture’s total equity was$45.0 million, of which$38.3 million was
owned by us, and$6.8 million was allocated to non-controlling interests. As of December 31, 2024, our Multifamily Joint
Venture’s total equity was$45.9 million, of which$39.0 million was owned by us, and$6.9 million was allocated to non-
controlling interests.
- OTHER EXPENSES
Our other expenses consist of the management and incentive fees we pay to our Manager and our general and
administrative expenses.
Management and Incentive Fees
Pursuant to a management agreement betweenour Manager and us, or our Management Agreement, our Manager earns a
base management fee in an amount equal to 1.50% per annum multiplied by our Equity, as defined in the Management
Agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i)20% and (ii) the
excess of (a) our Core Earnings (as defined in our Management Agreement) for the previous 12-month period over (b) an
amount equal to 7.00% per annum multiplied by our Equity, provided that our Core Earnings over the prior three-year
period is greater than zero. Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net
income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and
excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv)
net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.
During thethree months ended March 31, 2025 and 2024, we incurred$17.2 million and $18.9 million, respectively, of
management fees payable to our Manager. During thethree months ended March 31, 2025 and 2024, we didnot incur any
incentive fees payable to our Manager.
As of March 31, 2025 and December 31, 2024, we had accrued management fees payable to our Manager of $17.2 million
and$18.5 million, respectively.
General and Administrative Expenses
General and admin istrative expenses consisted of the following ($ in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Professional services | $3,911 | $4,140 |
| Operating and other costs | 1,788 | 1,476 |
| Subtotal(1) | 5,699 | 5,616 |
| Non-cash compensation expenses | ||
| Restricted class A common stock earned | 6,792 | 7,911 |
| Director stock-based compensation | 173 | 201 |
| Subtotal | 6,965 | 8,112 |
| Total general and administrative expenses | $12,664 | $13,728 |
(1)During thethree months ended March 31, 2025 and 2024, we recognized an aggregate$87,000 and$223,000,
respectively, of expenses related to our Multifamily Joint Venture.
- INCOME TAXES
We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We
generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any
net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this
distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income
tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual
amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal
tax laws.
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal
Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to
the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S.
federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification
as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on
our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full
taxable years. As of March 31, 2025 and December 31, 2024, we were in compliance with all REIT requirements.
Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes. As a
REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely
affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders,
however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and
certain tax-exempt stockholders that are subject to unrelated business income tax, or UBTI, could be subject to increased
taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. We have not made
UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.
During thethree months ended March 31, 2025 and 2024, we recorded a current income tax provision of$718,000 and
$1.0 million, respectively, primarily related to activities of our U.S. and foreign taxable subsidiaries and various state and
local taxes. We didnot have any deferred tax assets or liabilities as of March 31, 2025 or December 31, 2024.
We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in
current or future periods. As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the
availability of our NOLs is generally limited to$2.0 million per annum by change of control provisions promulgated by the
Internal Revenue Service with respect to the ownership of Blackstone Mortgage Trust. As of March 31, 2025, we had
estimated NOLs of$159.0 million that will expire in 2029, unless they are utilized by us prior to expiration. Previously, we
recorded a full valuation allowance against such NOLs as we expected that they would expire unutilized. However,
although uncertain, we may utilize a portion of NOLs prior to expiration. We do not expect the utilization of NOLs to have
a material impact on our consolidated financial statements. We have recorded a full valuation allowance against such NOLs
as it is probable that they will expire unutilized.
As of March 31, 2025, tax years 2021 through 2024 remain subject to examination by taxing authorities.
- STOCK-BASED INCENTIVE PLANS
We are externally managed by our Manager and do not currently have any employees. However, as of March 31, 2025, our
Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were
compensated, in part, through our issuance of stock-based instruments.
Under ourtwo current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued
to our Manager, our directors and officers, and certain employees of affiliates of our Manager. As of March 31, 2025, there
were 5,999,544 shares available under our current stock incentive plans.
The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-
average grant date fair value per share:
| Restricted Class A Common Stock | Weighted-Average Grant Date Fair Value Per Share | |
|---|---|---|
| Balance as of December 31, 2024 | 2,142,759 | $21.13 |
| Granted | 481,872 | 17.77 |
| Vested | (216,496) | 22.62 |
| Forfeited | (12,408) | 19.21 |
| Balance as of March 31, 2025 | 2,395,727 | $20.33 |
These shares generally vest in installments over a period ofthree years, pursuant to the terms of the respective award
agreements and the terms of our current benefit plans. The 2,395,727 shares of restricted class A common stock
outstanding as of March 31, 2025 will vest as follows:1,093,893 shares will vest in 2025;870,242 shares will vest in 2026;
and 431,592 shares will vest in 2027. As of March 31, 2025, total unrecognized compensation cost relating to unvested
share-based compensation arrangements was$44.8 million based on the grant date fair value of shares granted. This cost is
expected to be recognized over a weighted-average period of 1.1 years from March 31, 2025.
- FAIR VALUES
Assets and Liabilities Measured at Fair Value
The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):
| March 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||||||
| Derivatives | $— | $4,987 | $— | $4,987 | $— | $72,454 | $— | $72,454 |
| Liabilities | ||||||||
| Derivatives | $— | $68,158 | $— | $68,158 | $— | $5,238 | $— | $5,238 |
Refer to Note 2 for further discussion regarding fair value measurement.
Fair Value of Financial Instruments
As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not
recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.
The following table details the book value, face amount, and fair value of the financial instruments described in Note 2 ($
in thousands):
| March 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| BookValue | Face Amount | FairValue | BookValue | Face Amount | FairValue | |
| Financial assets | ||||||
| Cash and cash equivalents | $668,563 | $668,563 | $668,563 | $323,483 | $323,483 | $323,483 |
| Loans receivable, net | 18,308,171 | 19,217,768 | 18,307,872 | 18,313,582 | 19,203,126 | 18,288,958 |
| Financial liabilities | ||||||
| Secured debt, net | 10,000,027 | 10,011,541 | 9,907,858 | 9,696,334 | 9,705,529 | 9,590,400 |
| Securitized debt obligations, net | 2,559,896 | 2,569,979 | 2,528,813 | 1,936,956 | 1,936,967 | 1,838,089 |
| Asset-specific debt, net | 492,235 | 494,081 | 484,126 | 1,224,841 | 1,228,110 | 1,218,639 |
| Loan participations sold, net | 101,672 | 101,672 | 101,672 | 100,064 | 100,064 | 99,822 |
| Secured term loans, net | 1,730,565 | 1,760,748 | 1,751,330 | 1,732,073 | 1,764,437 | 1,765,668 |
| Senior secured notes, net | 779,187 | 785,316 | 780,725 | 771,035 | 785,316 | 780,931 |
| Convertible notes, net | 263,898 | 266,157 | 260,166 | 263,616 | 266,157 | 257,707 |
Estimates of fair value for cash and cash equivalents and convertible notes are measured using observable, quoted market
prices, or Level 1 inputs. Estimates of fair value for securitized debt obligations, the Term Loans, and the Senior Secured
notes are measured using observable, quoted market prices, in inactive markets, or Level 2 inputs. All other fair value
significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding
fair value measurement of certain of our assets and liabilities.
- VARIABLE INTEREST ENTITIES
We have financed a portion of our loans through the CLOs, all of which are VIEs. We are the primary beneficiary of, and
therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power
to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to
absorb losses of the CLOs through the subordinate interests we own.
During 2024, we modifiedtwo loans that included, among other changes, an equity interest in and/or control over decision-
making at the property. As a result of the modification, our investments in these loans are VIEs. As of March 31, 2025, we
are the primary beneficiary of, and therefore consolidated the assets of these VIEs on our balance sheet as we (i) have the
power to direct the activities that most significantly affect the property, and (ii) have the right to receive excess sale
proceeds upon exit.
The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $13,804 | $9,145 |
| Loans receivable | 3,208,455 | 2,338,201 |
| Current expected credit loss reserve | (162,258) | (202,400) |
| Loans receivable, net | 3,046,197 | 2,135,801 |
| Real estate owned, net | 212,011 | 177,322 |
| Other assets | 79,409 | 126,518 |
| Total assets | $3,351,421 | $2,448,786 |
| Liabilities | ||
| Securitized debt obligations, net | $2,559,896 | $1,936,956 |
| Other liabilities | 15,598 | 13,277 |
| Total liabilities | $2,575,494 | $1,950,233 |
Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate
interests owned by us. The liabilities of these VIEs are non-recourse to us and can only be satisfied from the assets of the
VIEs. The consolidation of these VIEs results in an increase in our gross assets, liabilities, revenues and expenses, however
it does not affect our stockholders’ equity or net income. We are not obligated to provide, have not provided, and do not
intend to provide material financial support to these consolidated VIEs.
- TRANSACTIONS WITH RELATED PARTIES
Our Manager
We are managed by our Manager pursuant to the Management Agreement. The current term of the Management
Agreement expires on December 19,2025, and will be automatically renewed for aone-year term upon such date and each
anniversary thereafter unless earlier terminated.
As of March 31, 2025 and December 31, 2024, our consolidated balance sheet included$17.2 million and$18.5 million,
respectively, of accrued management fees payable to our Manager. During thethree months ended March 31, 2025, we
paid our Manager management fees of$18.5 million, compared to$26.3 million of aggregate management and incentive
fees during the same period of 2024. In addition, during thethree months ended March 31, 2025, we incurred expenses of
$264,000 that were paid by our Manager and have been or will be reimbursed by us compared to$221,000 of such
expenses during the same period of 2024.
As of March 31, 2025, our Manager held 1,211,048 shares of unvested restricted class A common stock, which had an
aggregate grant date fair value of$25.4 million. These shares vest in installments over three years from the date of
issuance. During thethree months ended March 31, 2025 and 2024, we recorded non-cash expenses related to shares held
by our Manager of$3.6 million and$4.3 million, respectively. Refer to Note 18 for further details on our restricted class A
common stock.
As of March 31, 2025, our Manager, its affiliates (including Blackstone), Blackstone employees, and our directors held an
aggregate 13,593,458 shares, or 7.9%, of our class A common stock, of which 8,234,581 shares, or 4.8%, were held by
Blackstone and its subsidiaries. Additionally, our directors held 310,108 of deferred stock units as of March 31, 2025.
Certain of the parties listed above have in the past purchased or sold shares of our class A common stock in open market
transactions, and such parties may in the future purchase or sell additional shares of our class A common stock. Any such
transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations
relevant to such parties.
Affiliate Services
We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide management,
operational and corporate support services. The following table details the costs incurred (refunded) for these services ($ in
| Three Months Ended March 31, | |||
|---|---|---|---|
| Asset Class | 2025 | 2024 | |
| Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.(1) | n/a | $(38) | $251 |
| EQ Management, LLC(2) | Office | 575 | — |
| LivCor, LLC(2) | Multifamily | 159 | — |
| BRE Hotels & Resorts, LLC(2) | Hospitality | 489 | — |
| $1,185 | $251 | ||
(1)As applicable, provides management, operational, and corporate support servicesto certain of our investments
directly.
(2)As applicable, provides management, operational, and corporate support services to certain of our REO assets
directly.
We have engaged affiliates of our Manager to provide various services noted below. The following table details the costs
incurred for these services ($ in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| BTIG, LLC(1) | $— | $40 |
| Gryphon Mutual Property Americas IC(2) | 547 | — |
| Blackstone Internal audit services | 111 | 24 |
| Total | $658 | $64 |
(1)Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG has been engaged
as a broker for repurchases of our Senior Secured Notes and Convertible Notes. During thethree months ended
March 31, 2025, there wasno repurchase activity. During thethree months ended March 31, 2024, we repurchased
$26.2 million of our October 2021 senior secured notes utilizing BTIG as a broker. Additionally, we have engaged
BTIG as a sales agent to sell shares of our class A common stock under one of our ATM Agreements. During the
three months ended March 31, 2025 and 2024, we did not sell any shares under our ATM Agreements. Our
engagements of BTIG are on terms equivalent to those of third parties under similar arrangements.
(2)In the first quarter of 2024, in order to provide insurance for our REO assets, we became a member of Gryphon
Mutual Property Americas IC, or Gryphon, a captive insurance company owned by us and other Blackstone-advised
investment vehicles. A Blackstone affiliate provides oversight and advisory services to Gryphon and receives fees
based on a percentage of premiums paid for such policies. The fees and expenses of Gryphon, including insurance
premiums and fees paid to its manager, are paid annually and borne by us and the other Blackstone-advised
investment vehicles that are members of Gryphon pro rata based on insurance premiums paid for each party’s
respective properties. During thethree months ended March 31, 2025 and 2024, we paid$248,000 and$109,000,
respectively, to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro
rata share of other expenses. Of these amounts,$29,000 and$2,000, respectively, was attributable to the fee paid to
a Blackstone affiliate to provide oversight and management services to Gryphon. The amounts included in the table
above reflect the amortization of the insurance expense over the relevant period of the respective policies.
CT Investment Management Co., LLC, or CTIMCO, serves as the special servicer of all of our CLOs, and the Manager
serves as the collateral manager and benchmark agent for our FL5 CLO issued in the first quarter of 2025. As of March 31,
2025, two of our assets were in special servicing under the CLOs. CTIMCO and our Manager have waived any fees that
would be payable to a third party serving in such roles pursuant to the applicable agreements, and no such fees have been
paid or will become payable to CTIMCO or our Manager.
Other Transactions
In the first quarter of 2025, we invested$439.1 million inone senior loan and$60.0 million inone mezzanine loan to
unaffiliated third parties in which Blackstone-advised investment vehicles also invested at the same level of the capital
structure on a pari passu basis.
In the first quarter of 2025, as part of a broad syndication led by third-party banks, Blackstone-advised investment vehicles
acquired an aggregate$75.0 million of notes in our$1.0 billion FL5 CLO offering. All of these transactions were on terms
equivalent to those of unaffiliated parties.
In the fourth quarter of 2024, we entered into our Net Lease Joint Venture with a Blackstone-advised investment vehicle to
invest in triple net lease properties. As of March 31, 2025, the aggregate value of our equity investment in the Net Lease
Joint Venture was$29.0 million and our ownership interest was 75%. As part of these arrangements, we, our Net Lease
Joint Venture and the Blackstone-advised investment vehicle, together, have engaged and may in the future engage in
certain financing, derivative and/or hedging arrangements.
In the fourth quarter of 2024, pursuant to our Agency Multifamily Lending Partnership, we referred three loans to MTRCC
for origination, where the borrower was a Blackstone-advised investment vehicle. The loan terms and pricing were on
market terms negotiated by MTRCC. Pursuant to our Agency Multifamily Lending Partnership, we received$217,000 of
origination, servicing, and other fees for referring these loans during the fourth quarter of 2024.
In the fourth quarter of 2024, as part of broad syndications led by third-party banks, Blackstone-advised investment
vehicles acquired (i) an aggregate$62.5 million participation in our$650.0 million B-5 Term Loan, and (ii) an aggregate
$80.0 million of our$450.0 million December 2024 senior secured notes. All of these transactions were on terms
equivalent to those of unaffiliated parties. Blackstone Securities Partners L.P., or BSP, an affiliate of our Manager, was
engaged as a member of the syndicate for both transactions. Our engagements of BSP are on terms equivalent to those of
unaffiliated parties.
In the fourth quarter of 2024, in connection with the modification of one of our senior loans, a Blackstone-advised
investment vehicle purchased a pari passu participation in the loan from a third party at a discount to par.
In the fourth quarter of 2024, the senior lenders negotiated a discounted payoff of a senior loan in which we held an
interest. As part of the discounted payoff, a Blackstone-advised investment vehicle’s mezzanine loan, which had been part
of the total financing, received a small repayment.
In the third quarter of 2024, we acquired$94.4 million of a total$560.0 million senior loan to an unaffiliated third party.
One Blackstone-advised investment vehicle holds a portion of the senior loan and another holds a mezzanine loan. We will
forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone-advised investment
vehicle controls the mezzanine loan. The intercreditor agreement between the senior loan lender and the mezzanine lender
was negotiated on market terms by a third party without our involvement, and our 17% interest in the senior loan was made
on such market terms.
In 2019 and 2021, we acquired an aggregate participation of€350.0 million in a senior loan to a borrower that is partially
owned by a Blackstone-advised investment vehicle. We forgo all non-economic rights under the loan, including voting
rights, so long as the Blackstone-advised investment vehicle controls the borrower. The loan was negotiated by third parties
on market terms without our involvement, and our interest in the senior loan was subject to such market terms. In the third
quarter of 2024, the borrower completed a refinancing transaction involving new lenders and the existing lenders. We
elected to sell€232.0 million of our then remaining€347.0 million loan position to the new lenders at par and extend the
remainder on modified terms. The terms of the modification (which included, among other changes, an extension of the
maturity date, and increase in the interest rate, and additional guarantees) were negotiated by our third-party co-lender.
In the fourth quarter of 2018, we originated£148.7 million of a total£303.5 million senior loan to a borrower that is wholly
owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we
will forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment
vehicle controls the borrower. In the third quarter of 2024, we agreed to a refinancing transaction pursuant to which
£46.4 million of our£148.7 million participation in an existing£303.5 million loan to a borrower that is wholly owned by a
Blackstone-advised investment vehicle was repaid, and we received a£100.0 million participation in a new loan made to
the same borrower that continues to be controlled by a Blackstone-advised investment vehicle, and the terms of the loan
were modified to include, among other changes, an expanded collateral pool, an extension of the maturity date and an
increase in the interest rate. The transaction, including the terms of the modification, was negotiated by our third-party co-
lender.
In the second quarter of 2024, a Blackstone-advised investment vehicle acquired a portfolio of assets from an unaffiliated
third-party borrower. The proceeds of this transaction repaid a£46.5 million performing junior loan owned by us, and a
£186.0 million performing senior loan owned by an unaffiliated third-party, both of which were included in our
consolidated balance sheets, with the senior loan also recorded as a loan participation sold liability. The transaction was
initiated by the third-party borrower with the sale pricing on market terms and the repayment completed in accordance with
the loan agreements between the lenders and the unaffiliated third-party borrower.
In the first quarter of 2024, a Blackstone-advised investment vehicle originated a loan to one of our unaffiliated third-party
borrowers, the proceeds of which repaid a$98.6 million performing senior loan owned by us. The transaction was initiated
by the third-party borrower with the loan terms and pricing on market terms.
- COMMITMENTS AND CONTINGENCIES
Unfunded Commitments Under Loans Receivable
As of March 31, 2025, we had aggregate unfunded commitments of$1.0 billion across 57 loans receivable, and
$520.2 million of committed or identified financings for those commitments, resulting in net unfunded commitments of
$513.0 million. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs,
and interest and carry costs. Loan funding commitments are generally subject to certain conditions, including, without
limitation, the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact
timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of
the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans,
which have a weighted-average future funding period of 2.3 years.
Principal Debt Repayments
Our contractual principal debt repayments as of March 31, 2025 were as follows ($ in thousands):
| Year | Secured Debt(1) | Asset-Specific Debt(1) | Term Loans(2) | Senior Secured Notes | Convertible Notes(3) | Total(4) |
|---|---|---|---|---|---|---|
| 2025 (remaining) | $986,557 | $— | $11,069 | $— | $— | $997,626 |
| 2026 | 3,392,946 | — | 324,026 | — | — | 3,716,972 |
| 2027 | 3,383,555 | — | 14,758 | 335,316 | 266,157 | 3,999,786 |
| 2028 | 735,303 | — | 638,758 | — | — | 1,374,061 |
| 2029 | 1,174,497 | 336,387 | 772,137 | 450,000 | — | 2,733,021 |
| Thereafter | 338,683 | 157,694 | — | — | — | 496,377 |
| Total obligation | $10,011,541 | $494,081 | $1,760,748 | $785,316 | $266,157 | $13,317,843 |
(1)Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral.
Therefore, the allocation of payments under such agreements is generally allocated based on the maximum maturity
date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the
maturity date of the respective debt agreement is used.
(2)The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance
due in quarterly installments. Refer to Note 11 for further details on our Term Loans.
(3)Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer
to Note 13 for further details on our Convertible Notes.
(4)Total does not include$2.6 billion of consolidated securitized debt obligations,$845.8 million of non-consolidated
senior interests, and$101.7 million of loan participations sold, as the satisfaction of these liabilities will not require
cash outlays from us.
Board of Directors’ Compensation
As of March 31, 2025, of theeight members of our board of directors, oursix non-employee directors are entitled to annual
compensation of$210,000 each, of which$95,000 is paid in cash and$115,000 is paid in the form of deferred stock units
or, at their election, shares of restricted common stock. As of March 31, 2025, the othertwo board members, the
chairperson of the board and our chief executive officer, are not compensated by us for their service as directors. In
addition, (i) the lead independent director receives additional annual cash compensation of$30,000, (ii) the chairs of our
audit, compensation, and corporate governance committees receive additional annual cash compensation of$20,000,
$15,000, and$10,000, respectively, and (ii) the members of our audit and investment risk management committees receive
additional annual cash compensation of$10,000 and$7,500, respectively.
Litigation
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of
March 31, 2025, we were not involved in any material legal proceedings.
- SEGMENT REPORTING
Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete
financial information is available that is evaluated on a regular basis by the chief operating decision maker, or CODM. Our
CODM is, collectively, our Chief Executive Officer and Chief Financial Officer, who decide how to allocate resources and
assess performance. A single management team reports to the CODM, who manages the entire business.
We have determined that we haveone reportable segment based on how the CODM reviews and manages the business,
which originates and acquires commercial mortgage loans and related investments.
Our CODM reviews, among other things, consolidated net income (loss) that is reported on the Consolidated Statements of
Operations to make decisions, allocate resources and assess performance and does not evaluate the net income (loss) from
any separate geography or product line. The measure of segment assets is reported on the Consolidated Balance Sheets as
total consolidated assets.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.