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Transactions With Related Parties
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Transactions With Related Parties TRANSACTIONS WITH RELATED PARTIES
Our Manager
We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2024, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated.
As of September 30, 2024, our consolidated balance sheet included $18.6 million of accrued management fees payable to our Manager and no accrued incentive fees. As of December 31, 2023, our consolidated balance sheet included $26.3 million of accrued management and incentive fees payable to our Manager. During the three and nine months ended September 30, 2024, we paid aggregate management and incentive fees of $18.7 million and $64.0 million, respectively, to our Manager, compared to $32.8 million and $97.7 million, respectively, during the same periods in 2023. In addition, during the three and nine months ended September 30, 2024, we incurred expenses of $340,000 and $1.4 million, respectively, that were paid by our Manager and will be reimbursed by us, compared to $325,000 and $2.3 million, respectively, of such expenses during the same periods in 2023.
As of September 30, 2024, our Manager held 829,035 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $19.6 million, and vest in installments over three years from the date of issuance. During the three and nine months ended September 30, 2024, we recorded non-cash expenses related to shares held by our Manager of $4.2 million and $12.6 million, respectively, compared to $3.9 million and $11.7 million, respectively, during the same periods in 2023. Refer to Note 17 for further details on our restricted class A common stock.
As of September 30, 2024, our Manager, its affiliates, Blackstone employees, and our directors held an aggregate 12,390,063 shares, or 7.2%, of our class A common stock, of which 7,582,044 shares, or 4.4%, were held by subsidiaries of
Blackstone, including our Manager. Additionally, our directors held 401,802 of deferred stock units as of September 30, 2024. Certain of the parties listed above have in the past purchased or sold shares of our class A common stock in open market transactions, and such parties may in the future purchase or sell additional shares of our class A common stock. Any such transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations relevant to such parties.
Affiliate Service Providers
We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, management services and operations services, and corporate support services. The following table details the amounts incurred for affiliate service provides ($ in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.(1)
$384 $296 $945 $729 
EQ Management, LLC(2)
38 — 82 — 
LivCor, LLC(2)
— — — — 
$422 $296 $1,027 $729 
(1)Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l., portfolio companies owned by Blackstone-advised investment vehicles, provide, as applicable, corporate support services, operational services, and management services. These services are provided on an allocated cost basis.
(2)EQ Management, LLC and LivCor, LLC provide management services and operational services, as well as a limited scope of corporate support services, to certain of our REO assets.
Affiliates of our Manager
We have engaged affiliates of our Manager to provide various services noted below. The following table details the amounts incurred for these affiliates of our manager ($ in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
BTIG, LLC(1)
$84 $— $124 $— 
Gryphon Mutual Property Americas IC(2)
57 — 142 — 
Internal audit services24 24 71 71 
CT Investment Management Co., LLC(3)
— — — — 
Total$165 $24 $337 $71 
(1)Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG was utilized as a broker to engage third-parties to facilitate our repurchase of our Senior Secured Notes and Convertible Notes. During the nine months ended September 30, 2024, we repurchased $30.8 million and $33.8 million of our Senior Secured Notes and Convertible Notes, respectively, utilizing BTIG as a broker. The fees were on terms equivalent to those of other brokers under similar arrangements. During the nine months ended September 30, 2023, we did not utilize BTIG as a broker.
(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 the nine months ended September 30, 2024, we paid $400,000 to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses. Of this amount, $30,000 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 period of the respective policies.
(3)CT Investment Management Co., LLC is the special servicer of the CLOs.

Affiliate Loan Transactions
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 of 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 under a senior loan to the same borrower in which we held a minority position 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.
In the first quarter of 2019, we originated £240.1 million of a total £490.0 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 forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower. In the second quarter of 2023, the loan was modified to include, among other changes, an extension of the loan's maturity date, an additional borrower equity contribution and partial repayment, and an increase in the loan’s contractual interest rate (a portion of which is paid-in-kind). The terms of the modification were negotiated by our third-party co-lender, and we agreed to the modification on such terms.