Transactions With Related Parties

3 Months Ended

Mar. 31, 2025

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 the Management

Agreement expires on December 19, 2025, and will be automatically renewed for a one-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 the three 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 the three 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 the three 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

thousands):

		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 services to 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 the three months ended

March 31, 2025, there was no repurchase activity. During the three 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 the three 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 in one senior loan and $60.0 million in one 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.