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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2025

 

 

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-14788   94-6181186

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue, 24th Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, par value $0.01 per share   BXMT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 8.01

Other Events.

On July 30, 2025, Blackstone Mortgage Trust, Inc. (the “Company”) filed a new universal shelf registration statement on Form S-3 (File No. 333-289091) (the “2025 Registration Statement”), which became immediately effective upon filing and which replaced its universal shelf registration statement on Form S-3 (File No. 333-266403) that was filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2022 (the “2022 Registration Statement”). In connection with the filing of the 2025 Registration Statement, the Company also filed with the SEC two prospectus supplements relating to the Company’s existing “at the market offering” program (the “ATM Program”) and Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), both of which were previously registered under the 2022 Registration Statement.

(i) The first prospectus supplement (the “DRIP Prospectus Supplement”) covers the sale of up to 9,966,682 shares of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), that remain available for sale under the Plan. The Plan is designed to provide the Company’s existing stockholders and interested new investors with a method of purchasing the Common Stock and investing all or a percentage of their cash dividends or other cash amounts in additional shares of Common Stock. The DRIP Prospectus Supplement continues the Plan previously covered by a prospectus supplement that was filed by the Company with the SEC on July 29, 2022 under the 2022 Registration Statement.

(ii) The second prospectus supplement (the “ATM Prospectus Supplement”) covers the aggregate offering price of shares of Common Stock that remain available for sale under the ATM Program. Sales of the shares of Common Stock under the ATM Program, if any, 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, including sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law at prices related to the prevailing market prices or at negotiated prices or as otherwise agreed between the applicable sales agent and the Company. The shares that may be sold under the ATM Program have an aggregate offering price of up to approximately $699.1 million. Prior to the date of the ATM Prospectus Supplement, the Company had already sold shares of Common Stock having an aggregate offering price of approximately $218.2 million under the ATM Program, resulting in shares of Common Stock having an aggregate offering price of up to $480.9 million remaining available for sale thereunder. The ATM Prospectus Supplement continues the ATM Program previously covered by a prospectus supplement that was filed by the Company with the SEC on July 29, 2022 under the 2022 Registration Statement.

In connection with the ATM Program, the Company and BXMT Advisors L.L.C. (the “Manager”) previously entered into Equity Distribution Agreements (as amended, collectively, the “2018 Equity Distribution Agreements”) on November 14, 2018 with each of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Citizens JMP Securities, LLC, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC (each, an “Original Sales Agent”) in connection with the ATM Program and described in the Company’s Current Report on Form 8-K filed on November 14, 2018. In addition, the Company and the Manager entered into an Equity Distribution Agreement (the “2022 Equity Distribution Agreement”) on February 11, 2022 with BTIG, LLC as sales agent, on substantially identical terms to the 2018 Equity Distribution Agreements. Copies of the 2018 Equity Distribution Agreements, forms of amendments to the 2018 Equity Distribution Agreements, 2022 Equity Distribution Agreement and amendment to the 2022 Equity Distribution Agreement are filed as Exhibits 1.1 through 1.10 to this Current Report on Form 8-K, and the descriptions of such agreements in this Item 8.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.

Attached as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K are copies of the opinion of Venable LLP regarding certain Maryland law matters, including the validity of the shares of Common Stock offered pursuant to the DRIP Prospectus Supplement and the ATM Prospectus Supplement, respectively. Attached as Exhibit 8.1 to this Current Report on Form 8-K is a copy of the opinion of Simpson Thacher & Bartlett LLP regarding certain tax matters in connection with the DRIP Prospectus Supplement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 


 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

    

Exhibit Index

 1.1    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and Citigroup Global Markets Inc. (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.2    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and Barclays Capital Inc. (filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.3    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and JMP Securities LLC (filed as Exhibit 1.3 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.4    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and Keefe, Bruyette & Woods, Inc. (filed as Exhibit 1.4 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.5    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and Merril Lynch, Pierce, Fenner & Smith Incorporated (filed as Exhibit 1.5 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.6    Equity Distribution Agreement dated November 14, 2018, by and among the Company, BXMT Advisors L.L.C. and Wells Fargo Securities, LLC (filed as Exhibit 1.6 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on November 14, 2018 and incorporated herein by reference)
 1.7    Form of Amendment No. 1 to each of the 2018 Equity Distribution Agreements dated July 26, 2019, by and among the Company, BXMT Advisors L.L.C. and each of the Original Sales Agents (filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K (File No. 1-147888) filed on July 26, 2019 and incorporated herein by reference)
 1.8    Form of Amendment No. 2 to each of the 2018 Equity Distribution Agreements dated July 29, 2022, by and among the Company, BXMT Advisors L.L.C. and each of the Original Sales Agents (filed as Exhibit 1.8 to the Company’s Current Report on Form 8-K (File No. 1-14788) filed on July 29, 2022 and incorporated herein by reference)
 1.9    Equity Distribution Agreement dated February 11, 2022, by and among the Company, BXMT Advisors L.L.C. and BTIG, LLC (filed as Exhibit 1.9 to the Company’s Current Report on Form 8-K (File No. 1-14788) filed on July 29, 2022 and incorporated herein by reference)
 1.10    Amendment No. 1 to the 2022 Equity Distribution Agreement dated July 29, 2022, by and among the Company, BXMT Advisors L.L.C. and BTIG, LLC (filed as Exhibit 1.10 to the Company’s Current Report on Form 8-K (File No. 1-14788) filed on July 29, 2022 and incorporated herein by reference)
 5.1    Opinion of Venable LLP
 5.2    Opinion of Venable LLP
 8.1    Opinion of Simpson Thacher & Bartlett LLP
23.1    Consent of Venable LLP (included in Exhibit 5.1)
23.2    Consent of Venable LLP (included in Exhibit 5.2)
23.3    Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BLACKSTONE MORTGAGE TRUST, INC.
Date: July 30, 2025    
    By:  

/s/ Scott Mathias

    Name:   Scott Mathias
    Title:   Chief Compliance Officer and Secretary
EX-5.1 2 d932457dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO   

750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202

T 410.244.7400 F 410.244.7742 www.Venable.com

 

 

July 30, 2025

Blackstone Mortgage Trust, Inc.

345 Park Avenue, 24th Floor

New York, New York 10154

 

  Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have served as Maryland counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration and issuance by the Company of up to 9,966,682 shares (the “Shares”) of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company to be issued from time to time pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), as described in the Prospectus Supplement (as defined below). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the prospectus included therein in the form in which it was transmitted to the Commission under the Securities Act;

2. The Prospectus Supplement, dated July 30, 2025 (the “Prospectus Supplement”), in the form in which it was transmitted to the Commission pursuant to Rule 424(b) under the Securities Act; 6. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the adoption of the Plan and the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Seventh Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;


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Blackstone Mortgage Trust, Inc.

July 30, 2025

Page 2

 

7. The Plan;

8. A certificate executed by an officer of the Company, dated as of the date hereof; and

9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.

6. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.


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Blackstone Mortgage Trust, Inc.

July 30, 2025

Page 3

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company in accordance with the Resolutions, the Plan and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Venable LLP

EX-5.2 3 d932457dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

LOGO   

750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202

T 410.244.7400 F 410.244.7742 www.Venable.com

 

 

July 30, 2025

Blackstone Mortgage Trust, Inc.

345 Park Avenue, 24th Floor

New York, New York 10154

 

  Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have served as Maryland counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration and issuance by the Company from time to time of shares (the “Shares”) of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company having an aggregate sale price of up to $699,069,504 (of which $480,901,049 remains available as of the date hereof). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the prospectus included therein in the form in which it was transmitted to the Commission under the Securities Act;

2. The Prospectus Supplement, dated July 30, 2025, in the form in which it was transmitted to the Commission pursuant to Rule 424(b) under the Securities Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Seventh Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the registration, sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company; 7. A certificate executed by an officer of the Company, dated as of the date hereof; and


LOGO

 

Blackstone Mortgage Trust, Inc.

July 30, 2025

Page 2

 

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.

6. Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

7. Prior to the issuance of any of the Shares, a duly authorized committee of the Board or officer will determine the price and certain other terms of issuance of such Shares in accordance with the Resolutions (the “Corporate Proceedings”).

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:


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Blackstone Mortgage Trust, Inc.

July 30, 2025

Page 3

 

1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Corporate Proceedings, the Resolutions and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Venable LLP

EX-8.1 4 d932457dex81.htm EX-8.1 EX-8.1

Exhibit 8.1

 

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 

     

 

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

Direct Dial Number       E-mail Address

July 30, 2025

Blackstone Mortgage Trust, Inc.

345 Park Avenue, 24th Floor

New York, New York 10154

Ladies and Gentlemen:

We have acted as counsel to Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), and BXMT Advisors L.L.C., a Delaware limited liability company (the “Manager”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the registration of shares of class A common stock, par value $0.01 per share, of the Company (the “Common Stock”).

We have examined the Registration Statement as it became effective under the Securities Act and the Company’s prospectus dated July 30, 2025 (the “Base Prospectus”), as supplemented by the prospectus supplement dated July 30, 2025 (together with the Base Prospectus, the “Prospectus”) related to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan, filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, including the documents filed under the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Prospectus. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement.


Blackstone Mortgage Trust, Inc.    2    July 30, 2025

 

In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Manager and have made such other investigations as we have deemed relevant and necessary in connection with the opinion set forth below.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

In rendering the opinion set forth below, we have assumed further the accuracy of the representations contained in the officer’s certificate, dated as of the date hereof, provided to us by the Company (the “Officer’s Certificate”). These representations generally relate to the operation and classification of the Company as a real estate investment trust, as defined in Section 856 of the Internal Revenue Code of 1986, as amended. We have not made an independent investigation of the representations set forth in the Officer’s Certificate. For purposes of rendering such opinion, we have also assumed that the Company has been organized and operated and will continue to be organized and operated in the manner described in the Officer’s Certificate, the Registration Statement, the Prospectus and the applicable organizational documents of the Company and that all terms and provisions of such documents have been and will continue to be complied with.


Blackstone Mortgage Trust, Inc.    3    July 30, 2025

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Prospectus, we are of the opinion that the statements made in the Prospectus under the captions “38. What are the United States federal income tax consequences of participating in the Plan?” and “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of certain provisions of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

We do not express any opinion herein concerning any law other than the federal income tax law of the United States.

We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus.

 

Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP