Good day, ladies and gentlemen, and welcome to the Blackstone Mortgage Trust Second Quarter 2018 Investor Call. My name is Derek, and I'll be your operator for today. [Operator Instructions]. As a reminder, this conference is being recorded for replay purposes. At the time, I would like to turn the conference over to Mr. Weston Tucker, Head of Investor Relations. Please proceed.

Great. Thanks, Derek, and good morning, and welcome to Blackstone Mortgage Trust's second quarter conference call. I'm joined today by Steve Plavin, President and CEO; Tony Marone, Chief Financial Officer; and Doug Armer, Head of Capital Markets. Last night, we filed our 10-Q and issued a press release with a presentation of our results, which are available on our website and have been filed with the SEC. I'd like to remind everyone that today's call may include forward-looking statements, which are uncertain and outside of the company's control. Actual results may differ materially. For a discussion of some of the risks that could affect results, please see the Risk Factors section of our most recent 10-K. We do not undertake any duty to update forward-looking statements. We will also refer to certain non-GAAP measures on this call, and for reconciliations you should refer to the press release and our 10-Q. This audiocast is copyrighted material of Blackstone Mortgage Trust and may not be duplicated without our consent. So a quick recap of our results. We reported GAAP net income per share of $0.66 for the second quarter, while core earnings were $0.83 per share, up sharply from the prior comparable period. Last week, we paid a dividend of $0.62 with respect to the second quarter and based on today's stock price, the dividend reflects an attractive yield of 7.5%. If you have any questions following today's call, please let me know. And with that, I'll now turn things over to Steve.

Thanks, Weston, and good morning, everyone. Continuing the strong momentum from Q1, BXMT originated $3.9 billion of loans and generated $0.83 of core earnings in the second quarter, both record results. Originations through the first half totaled $5.8 billion, exceeding all of last year and again demonstrating the strength of our loan origination team, the benefit of our relationship with the Blackstone real estate franchise and our ability to outperform even in a competitive market environment. We closed 14 loans in this highly productive quarter, highlighted by the Spiral. The $1.8 billion construction financing, our largest loan to date for Tishman Speyer world-class $3.6 billion office development in the Hudson Yards market in New York City. The 48% of cost loan will be supported by $1.9 billion of cash equity in the project, that's 28% pre-leased to Pfizer. The Spiral is our third construction for Tishman Speyer one of the top developers in the world and a great client of our real estate platform. And another Q2 highlight transaction, we participated with JPMorgan in a 43% LTV, 17% debt yield, $1 billion senior portfolio loan in conjunction with the formation of a new public REIT, CorePoint Lodging. CorePoint spun from La Quinta as an independently managed public company, 30% owned by Blackstone funds. So we have great familiarity with the company and it's hotel portfolio. Post quarter-end, we contributed our participation in the loan to a single asset securitization, as a means of permanently financing our origination. BXMT retained the $299 million in the securitization, achieving a very attractive yield on our investment in loan. The Spiral, CorePoint and the other large loans we originated in the first half of the year, demonstrate BXMT's superior capability to access and execute on the largest and highest quality lending opportunities. And in…

Thank you, Steve, and good morning, everyone. I would like to start off by unpacking our results for the quarter with GAAP net income of $0.66 per share, up 18% from 1Q and a record core earnings $0.83 per share contributing to a $0.13 increase in book value per share during the quarter. Our business exhibited strong performance overall during 2Q, dropping off the record originations Steve mentioned earlier. However, I'd like to highlight 3 items, in particular, that contributed to our results, first, we recorded $0.13 of prepayment income and fee acceleration during the quarter, as a San Francisco office loan repaid with over a year remaining call protection, which was set to expire in 3Q 2019. While we typically generate some amount of quarterly prepayment income generally in the $0.01 to $0.03 range. This particular fee represented a unique situation that allowed us to generate significant additional earnings for our stockholders during the quarter. Net of incentive fees in this transaction generated $0.10 of incremental GAAP net income during the quarter. Looking at core earnings, in addition to this fee revenue, we also recorded a $0.06 core earnings adjustment, again, net of incentive fees. This represents our recognition of $8.7 million of previously deferred purchase discount related to the GE portfolio we acquired in 2015. At that time, we elected to differ amortization of purchased discounts for a subset of relatively smaller loans, those with the principal balance of $35 million or less, until such that the collection of all these smaller balance loans was reasonably assured. Following the successful resolution this quarter of the 1 previously 4 risk-weighted loan in the GE portfolio, we're now comfortable there will be no credit losses in the deferral pool and have recognized this purchase discount for core earnings purposes. To…

[Operator Instructions]. Our first question will come from the line of Douglas Harter, Crédit Suisse.

I was hoping you could talk about prepayment income and on new loans you're writing. Are the prepayment income you're getting, are they remaining constant? And when you look at sort of portfolio -- the loan duration and how that's trended over time, I guess, how you kind of -- what your experience has been in -- on all-in yields in the portfolio?

Hi, Doug, it's Doug here. That's a great question. We have experienced a good deal of prepayment income over the history of the company. There are 2 components to it, there are prepayment penalties, and obviously we had a big penalty this quarter. There are also accelerations of the amortization of origination fees and discounts that comes sort of regular way with our loans. Our loans do tend to repay a little bit sooner than their stated term, and so that does create an increase in terms of the stated ROI or ROA on those assets. In our experience, that's sort of range between 50 and 100 basis points in terms of ROI to our bottom line, and that translates to the $0.01 to $0.03, that Tony referred to in terms of quarterly core earnings. I would say, sort of the other side of the coin, in some sense to the repayments that we experienced in the pressure on deployment that, that generates. So in a spread compressing environment where there may be some elevation in terms of repayments, this is a bit of an offset to that dynamic, and it's something that goes to the resilience of our business model overall.

Your next question will come from the line of Don Fandetti, Wells Fargo.

BXMT has been positioned to do some unique deal flow despite a pretty competitive market. Are you seeing transactions or loans in the marketplace that you describe that's very aggressive and things that sort of raise your eyebrows? And then lastly, can you talk about your appetite to raise the dividend, given the higher core earnings run rate?

Hey, Don, thanks for the question. I think we are not seeing aggressive, super-aggressive or irresponsible lending, nothing that compares to what we saw sort of the 2006, 2007 time frame. And the market is very competitive. People are competing primarily on a rate, and to some extent unstructure, but not in a irresponsible way. I think within the balance of what we would expect. We're still able to win deals that we like in the marketplace with what we think are very compelling terms. But this spread competition is pretty fierce out there. We really are benefited from some of the proprietary deal flow that we were able to access through the platform here, seeing deals that may be others won't see. And also having the ability to do larger deals. They're synergistic with what we own on the equity side, and as our capital base and liquidity grow, we're even better suited than we have been in the past to do the larger deals, which are less competitive.

Don, it's Doug. I think with regard to the dividend, LIBOR is up and we have seen the impact of that in our core earnings. It's been offset to some degree by spread compression on our newly originated loans. And that's a dynamic that will play out really over the medium term as our portfolio turns over. We've also made strides in terms of our cost of capital, in -- keeping in step with the spread compression that we see on the asset side, and so that's another dynamic that's playing out over time. As we get more clarity on how those trade-offs will shake out, we'll be in a position to make a decision about a dividend increase. That's something -- that's a future date as opposed to a position that we're in now.

Your next question comes from the line of Steve Delaney, JMP Securities.

Looking at the G&A expenses on Page 12 of the supplement. I was curious the $8.7 million is up about 18% year-over-year. And I'm curious, Tony, are there components of that figure that are more variable than fixed, such as professional fees, and envision do you see that $8.7 million as a good run rate for us to consider for the next few quarters?

Sure. I would say, one variable component that runs through G&A is the stock comp expense, which is a noncash item, that varies based on the vesting provisions of the awards or outstanding any given period of time as well as the different stock price impact that you have on that expense recognition, that -- of our GAAP net income for core earnings so that, that does create some variability there. As far as cash G&A number, I don't think it hasn't grown quite as much, and I'd say really those were things that are just scaling to some degree with the size of the company, but I don't see a real overall growth in G&A going forward. I think where we are is a pretty good baseline for where we expect to be.

Okay, that's helpful. And Steve, when we look at the -- your top 16 loans, that's a great schedule by the way on Page 10. May be I'm blind, but I don't see the Spiral loan shown in that table, if I look for second quarter '18 origination date and the New York office is -- is it in there or NY, if not, why not?

It's actually -- it's not in there, and because the table size -- the table size is based on the outstanding loan balance as opposed to the commitment side. So from a commitment side standpoint, it is our largest commitment. We've funded $185 million of it and we funded the subordinated components, we funded the high-yield component of the loan. But we're in the phase now the project where the equity gets invested. And so there is no loan funding until the sponsor completes that equity investment, then the loan resumes funding at that point, and then you'll see our balance be in the grow, again.

Okay, got it.

Steve, you'll see the numbers rolling...

Yes, for some reason, I had $300 million in mind just the initial funding. So obviously $185 million, it doesn't make the cut. So thank you for that. And just one final thing from me. $2.1 billion of loans apart from the Spiral in the second quarter, and we can see a couple, the hotel loan and a New York industrial loan. Were any of the other loans in the quarter, I guess, you did 14 loans, so the other 13, were any of those construction loans as well?

No. None of the others were construction loans, The Spiral was the only construction loan in the period.

Okay. Well thank you, all for the comments.

Yes, and Steve, you can sort of get a feel for that when you sort of compare what we funded in the quarter versus the commitment total because the construction loans tend to fund less in the current period and more in the subsequent periods.

Yes.

We had about $200 million of funding from -- in this quarter from previously originated loans. So it's really a nice boost to our run rate portfolio that we get from the construction loans, which fund less initially, but more over time.

Right, right. Kind of fills the gap for some quarter for sure.

Yes, it's nice.

Your next question comes from the line of Jade Rahmani, KBW.

On the CorePoint Lodging, CMBS loan, is that going to show up as a senior loan asset with financing against it to reflect the $99 million [indiscernible] risk-retention position or will the risk retention position be the asset, and so that'll have probably a double-digit yield?

Hey, Jade, it's Tony. So on the balance sheet that we're looking at here, which is before the securitization, it just shows up as a senior loan with our loans and then the financing on the credit facility is with our liabilities. We're working through the accounting for next quarter as far as whether that'll be consolidated or not. It's a fairly nuance analysis around the different control provisions. So we'll have to stay tuned on next quarter for the final conclusion as to whether it is on balance sheet or off.

Jade, it's Doug. One thing I would add to that, to your second point on the double-digit yield, the answer is yes. Our net investment will be a LIBOR plus 10% return. And as a securitized financing, that's a very high integrity LIBOR 10, turn-matched, index matched, obviously nonrecourse and non-mark-to-market. So great investment for us and a big win in terms of earnings power.

Okay. And so I guess back to Don's question, considering that investment and the high yield, the mezzanine construction component of the Spiral loan. Don't those two elements plus continued spread compression on your credit facilities give you enough confidence to consider raising the dividend?

They certainly do give us confidence in our business model and our ability to grow earnings and cover the dividend. I think we want to be very conservative and prudent about the dividend thinking long-term about stability. And so I think ultimately a decision about a dividend increase is, as I said, is going to be made in the future. And we're monitoring very closely all those dynamics. There are a lot of dynamics that are in favor of dividend increase and growth in earnings, and there are some headwinds as well. And so it's a picture that will play out over time.

And in the meantime, Jade, we're enjoying retaining some of the excess earnings that we've realized over the recent quarters. So not such a bad result. And the stock is still delivering a relatively high yield. So we like the mix now, but we're obviously constantly thinking about what the right payout level is.

And I wanted to ask you about construction cost. There has been significant increases in building materials costs on the lumber as well as steel. Do you think this is going to have any meaningful impact in terms of new construction projects, not penciling may be that increases the volume of transitional loans, that you'll see but reduces some of these opportunities you've seen in construction or has the increase not yet been meaningful enough?

I think it's a great question, Jade. And I do think that the cost of construction will impact it by really future developments. And it could impact land prices as well. So I think it's a good question, something very relevant to think about. We still look at construction loans or perspective construction loans, getting a handle on the cost of materials, the nature of the GMP, the analysis has been done on the cost contingency, they're all critical elements for us. And so it's definitely heightened awareness but us and our service -- in our servicing of construction loans of making sure that costs are under control, and that these development projects are well-managed. We have the luxury of dealing with literally the very best developers in the world on many of our construction loans who are highly experienced and have great cost control and a great history of building on-time and on budget, and they guarantee completion. So we feel great about where we extended our loans, but definitely have a watchful eye in terms of what this could mean on a go-forward basis.

And just lastly in the current investment environment, do you characterize ROIs overall a stable where you've been able to offset spread compression with higher LIBOR and better execution on financing? Or would you characterize ROIs as lower than say a year ago?

Jade, hey, it's Doug. I'd characterize them as stable. I think to your point, the increase in LIBOR and the decrease in our cost of debt capital has offset the spread compression that we've seen in the market. So we're earning low-double digit ROIs now as we were in proceeding periods. And I think we see the potential for compression going forward, so it's something we're mindful of. We have our work cut out for us in terms of keeping up with those marketing dynamics. We also have some corporate finance tools that help us address ROE beyond ROI. And so the amount of corporate leverage that we have on the balance sheet is an example of that. So we were focused on that issue, obviously it's a central issue for us, and stability, again, is the watchword for us in terms of the dividend, in terms of our investment strategy overall.

Your next question will come from the line of Ben Zucker, BTIG.

If I heard you correctly, it sounds like we will need to stay tuned on the final structure of that securitization, but either way we should be left with a good yielding piece of paper, whether that's a nonrecourse match term finance senior loan or BT security, is what we're waiting to find out. Is that correct?

In essence, the only thing like -- that's correct. The only thing at issue is what the accounting treatment will be. It will be a match term senior loan investment with a LIBOR plus 10% return, no matter what. We're just figuring out whether or not it'll be consolidated on our balance sheet or in GAAP terms or not.

Ben, the securitization is already closed, so the financing is complete. Tony was just addressing how it all appeared in our Q3 financials.

Got you, perfect. Thinking about the prepayment penalties, could you guys just remind me of how those are structured? I know that they're embedded in all of your loans, but are they different for each loan and business plan or is there a standard lockout period? And I only ask because for some reason I had it in my head that loans were prepayment protected for the initial 18 months, and I think that SF loan that repaid in the quarter was originated in August 2016, but it's still obviously had the fee?

Yes, I think, Ben, the answer is, we get much call protections we possibly can. It's a negotiated item on a loan-by-loan basis. And it's generally between 1 and 2 years. Again, it varies depending upon the borrower, the duration of their business plan. Other things that -- other economic items that we've been negotiating in the overall loan agreement. And the way it typically works say essentially the interest or the spread through a date. So if they repay before the expiration of the spread maintenance or call protection, they essentially owe us the remaining interest or the remaining spread, depending upon how it's -- the provisions are structured differently from time to time. And that payment is due when the loan is repaid.

Perfect. And then lastly a little bit more big picture. I know you recently did that big Spanish portfolio earlier this year. What are your thoughts on the market opportunity in Europe and other parts of the world relative to the United States opportunity right now?

We think the opportunity in Europe is improving. We have a great team in London both debt and equity. We have a fully staffed origination team with asset managers based in London that cover Europe for us. We haven't seen the degree of spread compression on loans in Europe that we've seen in the U.S. So the -- we're now feeling, I think from a competitive standpoint, it feels a little bit better in Europe than it does in the U.S. right now. And we've decided to see more opportunity, so I think we'll definitely do more this year than we did last -- that we did last year. We have a very good ability to finance the loans we do in Europe. We've made most of our credit facilities multi-currency and we match currency as well as index terms. So we like the business and the business opportunity there, it'll never be as big as what we have in the U.S. but it's going to be a meaningful part of the picture in 2018.

That's helpful. I think I've even seen some foreign currency denominated CLOs and CMBSs increasing in issuance volumes, which might help to take out opportunity there.

Your next question is going to come from the line of Stephen Laws, Raymond James.

I wanted to follow-up on a couple of questions, may be on the competition front to go about from a different angle. When you guys loose a loan or loose an investment to competitor, what is that usually on, is it on some terms, is it somebody that wants cheaper financing at a lower LTV elsewhere. Can you may be talk about when you don't win the investment, what are the reasons for that?

I don't use any one reason that can sort of point to this, there is a variety of reasons. It's a bank or an insurance company gets very aggressive in terms of their ability to match our proceeds than they generally will -- can beat us from -- on a cost of capital basis. Sometimes the borrowers will look for structural elements that we won't provide, things like assumability and other elements where we might be looking to a specific owner to complete the business plan where others might be willing to provide a little bit more flexibility that we think is inappropriate to give. So sometimes it's price, sometimes it's structure, sometimes it's proceeds. We tend to be very mindful of the credit quality of everything that we do and if we don't like any element of a loan that's material, we won't proceed with it. So we're very particular in terms of our view of credit, but when we do see things we like, especially with sponsors who know us, we compete very successfully and generally are able to win those deals.

Great. And to follow-up on the question from Spiral earlier, looking into Q, it looks that initial piece was funded at an all-in yield plus 876, as we think about the remainder of that loan funding in '19 and '20, I believe, where should we think about the A note or the first mortgage piece of that funding as we roll that into our model?

Stephen, that's a great question. The yield on our mezz piece won't change, so that'll be stable. There are some economics in the loan away from that yield, there's an unutilized fee on the first mortgage piece of the loan, which adds to our overall yield. Ultimately, it's going to depend on where we syndicate that loan, as to where -- what our all-in yield on our position is. So that's still TBD. It'll be something higher than what we're experiencing right now, and it'll be a function of how successful that syndication actually is.

Great. And then just kind of a more of a housekeeping question on that the loan table. You do provide a maximum maturity, but I guess, not a scheduled maturity. Can we -- is there a term, should we assume 2 1-year extensions are built in or is every year different with or assume every loan different with regards to that maximum maturity?

As a general, I think if you had to make a blanket assumption two one-year extensions is the best assumption that you could make. It does vary loan-by-loan.

Okay, great. And then lastly, looks like retail sequentially declined from 7% of the portfolio to 3%. I know some of that, obviously is just a math growing the portfolio prepays of it, but kind of to that, are you looking at any retail? Or is that an asset class? Or are there any others that you particularly don't like right now as you think about new originations and the mix of assets going forward?

Well, we continue to be very conservative on the retail asset class. We like the retail loans we have in portfolio. The largest that we had was a retail loan in Miami that repaid. It was a very large loan that repaid during the second quarter, and that's what took the percentage down. And we haven't redlined retail, so we still look at new opportunities. We're very cautious on the enclosed mall space, we haven't made a single loan on the U.S. closed regional malls since the formation of BXMT. So reflective of our negative view in general on the trends affecting those assets. But we're obviously looking for high-value situations and opportunities to find unique situations that would be added UP to our loan portfolio. But in general, it's not a favorite asset class here, I mean, we still really like office and multi-family, they work very well for our business here. And we've managed to fund some deals in the industrial and logistic space, which we also like a lot. So I think what you'll see from us is, the investment themes of BXMT match what Blackstone real estate likes overall, and it tends to be larger assets, primary markets and for us, that usually comes with top sponsors as well, and concentrated in primarily the office sector.

Your final question is going to come from the line of Ken Bruce, Bank of America Merrill Lynch.

I really just have one remaining question to ask, and that's you've heard this drumbeat of cautionary commentary coming out of the bank as it relates to commercial real estate. In many ways, I guess dovetails into what we've heard your sales and some of other commercial mortgage REITs as well as the last few quarters. I guess, really what I'm interested in understanding is, is this something that is really more of a function of just competitiveness within their permanent loan space or is this by and large, kind of been awarded within the transitional loan and construction loans sectors or do you think that this kind of combination of the increased aggressiveness in the part of lending and alike ultimately kind of drives a situation may be not like 2006, but similar, to just in terms of getting overheated in the sector, and if not, how long do you think this particular backdrop can persist?

It's a great question, Ken. We're always looking forward to, in terms of developing our view of where we see markets going and the risks of things reversing. We're benefited by having being part of an organization, it's a huge ownership footprint, in almost all of the markets that we're active in as a lender. So we really feel like we have a unique perspective on what's happening. We're still seeing strong demand, a tenant demand and demand in general for almost all the asset types that we're active in. The market feels stable, there is increased economic activity in a lot of the major markets post-tax reform. Hotel performance has improved this year. Multi-family continues to be a very stable and strong asset class. And we've seen office absorption in almost all the major markets, again that we're lending in. So the backdrop still feels good. I think people are concerned because we've been in this same economic cycle for a long time, I mean some makes the case that the late '15 and early '16 was a mini cycle, but I think, to me it feels like a continuation of what's been going on post crisis. But we haven't seen the same kind of conditions as we look through the market that we saw in '06 and '07, not seeing super high LTV, not seeing a responsible lending. And so we feel like it's still a good time to be active in the market. Obviously, probably with the appropriate degree of caution. We also have the benefit of our business model really being built in toward the cycle. We have super stable liabilities, we have low loan to value loans, we have a lot of equity in the business and a great capability to anticipate, if problems are managed through them given, again, all the real estate expertise this past year.

Thank you. And may be just as a follow-on to that, these business models are -- and yours in particular are built around earnings stability and dividend stability over time. To the degree that you are witnessing or foreseeing issues in the market, I mean, would you be proactive to effectively divest of any assets that were, if you will kind of in the -- that effectively could be impacted by a changing view? And would we expect you to act on that?

I think Ken, we don't -- I don't think we foresee a set of conditions where we would be selling loans. But I do think that, we have a very engaged and active asset management team as part of our business. We do a very thorough review of our assets on a quarterly basis. It takes us about 2/3 of the day to get through the portfolio. I feel like I have a very good knowledge of all the loans inside of this company. And if we felt there was an issue in any loan, that was emerging that could threaten the collection of a loan, and we would absolutely take action. But at the moment, we just don't see those coming.

Right. Yes, and I'm just trying to, I guess anticipate what action you might take if you did so -- and may be the answer is just depends on the situation.

Yes, I think that is the answer. But we would obviously do what we think is in the interest of the shareholders, and we would take whatever steps we feel are necessary to achieve that result.

And at this time, I'm showing no further questions in queue. I would like to turn the conference back over to Mr. Weston Tucker for any closing remarks.

Okay. Thanks to everyone for joining us today, and please let me know if you have any questions after the call. Thank you.

Ladies and gentlemen, that concludes today's conference. We thank you for your participation. You may now disconnect. Have a great day.