UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 19, 2022, the Board of Directors (the “Board”) of Blackstone Mortgage Trust, Inc. (the “Company”) adopted resolutions amending and restating the Company’s bylaws (as amended and restated, the “Sixth Amended and Restated Bylaws”). The Sixth Amended and Restated Bylaws remove certain historical exemptions from the Maryland Control Share Acquisition Act that were granted to Veqtor Finance Company, LLC (“Veqtor”) and W. R. Berkley Corporation (“Berkley” and, together with Veqtor, the “Legacy Investors”) in connection with investments they made in the Company when it was still known as Capital Trust, Inc. In addition, the Sixth Amended and Restated Bylaws implement certain non-substantive administrative and conforming changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, a version of the Sixth Amended and Restated Bylaws that has been marked to show changes from the bylaws that were previously in effect is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Matters. |
Effective on October 19, 2022, the Board also repealed its prior exemption from the provisions of the Maryland Business Combination Act (the “Act”) of any “business combination” between the Company and Veqtor. In addition, Berkeley no longer owns the shares of the Company’s class A common stock pursuant to which it otherwise would have become an “interested stockholder” under the Act if our Board had not approved in advance the issuance of such shares to Berkeley. Thus, the Legacy Investors are again subject to applicable provisions of the Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Sixth Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. | |
| 3.2 | Sixth Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. (marked) | |
| 104 | Cover page Interactive data file (embedded with in the inline XBRL document) | |
SIGNATURE
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: October 21, 2022 | By: | /s/ Leon Volchyok | ||||
| Name: | Leon Volchyok | |||||
| Title: | Chief Legal Officer and Secretary | |||||