Blackstone Real Estate Income Trust, Inc.
BSTT DEF 14A Report ended March 31, 2025
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Blackstone
345 Park Avenue
New York, New York 10154
Dear Stockholders:
You are cordially invited to participate in the 2025 Annual Meeting of Stockholders (the “Annual
Meeting”) of Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the
“Company”), which will be held as a “virtual meeting” via live webcast on June 26, 2025 at 8:00
a.m., Eastern Time.
AT THE ANNUAL MEETING, STOCKHOLDERS WILL BE ASKED TO CONSIDER AND VOTE
UPON:
■
the election of nine director nominees listed in the Proxy Statement;
■
the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm for the year ending December 31, 2025; and
■
such other business as may properly come before the Annual Meeting and any adjournments
or postponements thereof.
Details concerning those matters to come before stockholders at the Annual Meeting are
described in this Proxy Statement.
For the 2025 Annual Meeting, for every stockholder that votes, the Company will make a
charitable donation to the Navy SEAL Foundation. The Navy SEAL Foundation is a non-profit
organization that provides support and assistance to the Naval Special Warfare community and
its families. The Navy SEAL Foundation provides a comprehensive set of programs specifically
designed to improve health and welfare, build and enhance resiliency, empower and educate
families and provide critical support during times of illness, injury, loss and transition.
Management and the Board of Directors unanimously recommend that you vote FOR all
nominees for director listed in the Proxy Statement and FOR the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm for the year ending
December 31, 2025.
It is important that your shares be represented at the Annual Meeting and voted in
accordance with your wishes. Whether or not you plan to participate at the Annual
Meeting, we urge you to complete a proxy as promptly as possible — by Internet,
telephone or mail — so that your shares will be voted at the Annual Meeting. This will not
limit your right to vote or to participate at the Annual Meeting.
On behalf of the Board of Directors and management, I thank you for your continuing support.
Sincerely,
Wesley M. LePatner
Chief Executive Officer
March 31, 2025
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2025:
Our Proxy Statement, form of proxy card and 2024 Annual Report to stockholders are also available at
www.proxyvote.com/
BREIT
, and can be accessed by using the 16-digit control number and following the instructions located on the enclosed
proxy card.
Blackstone
345 Park Avenue
New York, New York 10154
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Dear Stockholders:
We hereby notify you that Blackstone Real Estate Income Trust, Inc., a Maryland corporation
Vote by:
Phone, web or mail
(the “Company”), is holding its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) as a
“virtual meeting” via live webcast on June 26, 2025 at 8:00 a.m., Eastern Time. Stockholders as
of the March 28, 2025 record date who wish to participate in the virtual Annual Meeting may do
so by visiting the web portal located at
www.virtualshareholdermeeting.com/BREIT2025
and
entering the 16-digit control number found on their proxy card or voting instruction form
previously sent. Technical assistance will be available for stockholders encountering any
difficulties accessing the virtual Annual Meeting. The technical support contact information will
appear on the meeting website prior to the start of the Annual Meeting.
AT THE ANNUAL MEETING, STOCKHOLDERS WILL BE ASKED TO CONSIDER AND VOTE
UPON:
1.
the election of nine director nominees listed in the Proxy Statement;
Location:
www.virtualshareholdermeeting.com
/BREIT2025
Location:
www.virtualshareholdermeeting.com
/BREIT2025
2.
the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm for the year ending December 31, 2025; and
3.
such other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.
You can vote your shares of common stock at the Annual Meeting and any adjournments or
Date & Time:
Tuesday, June 26, 2025
8:00AM EDT
postponements thereof if the Company’s records show that you were a stockholder of record as
of the open of business on March 28, 2025, the record date for the Annual Meeting.
To express our appreciation for your participation, the Company will make a charitable donation
to the Navy SEAL Foundation on behalf of every stockholder that votes.
Stockholders, whether or not they expect to be present at the Annual Meeting, are requested to
Record Date:
March 28, 2025
authorize a proxy to vote their shares electronically via the Internet, by telephone or by
completing and returning the proxy card. Voting instructions are printed on your proxy card and
included in the accompanying Proxy Statement. Any person giving a proxy has the power to
revoke it at any time prior to the Annual Meeting and stockholders who participate at the Annual
Meeting may withdraw their proxies and vote online.
Sincerely,
Leon Volchyok
Chief Legal Officer
and Secretary
March 31, 2025
This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or
made available, as the case may be, on or about March 31, 2025.
Table of Contents
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Page
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Proposal 1 — Election of Directors
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The Board of Directors and Committees
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Corporate Governance
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Executive and Senior Officers
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Compensation of Directors and Executive Officers
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Equity Compensation Plan Information
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Executive Officer Compensation
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Non-Employee Director Compensation
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Security Ownership of Certain Beneficial Owners and Management
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Transactions with Related Persons and Certain Control Persons
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Our Relationship with Our Adviser and Blackstone
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Dealer Manager Agreement
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Affiliate Service Agreements
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Indemnification Agreements with Directors and Officers
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Conflicts of Interest with the Adviser and its Affiliates
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Related Party Transaction Policies
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Report of the Affiliate Transaction Committee
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Audit and Non-Audit Fees
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Audit Committee Pre-Approval Policies and Procedures
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General Information About The Annual Meeting and Voting
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Audit Committee Report
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Annual Report
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3
8
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Other Matters
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38
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Stockholder Proposals for the 2026 Annual Meeting
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38
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Householding of Proxy Materials
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The words “Blackstone Real Estate Income Trust,” “BREIT,” “we,” “our,” “us,” and the “Company” refer to Blackstone Real Estate Income
Trust, Inc., together with its consolidated subsidiaries, including BREIT Operating Partnership L.P. (the “Operating Partnership”), a Delaware
limited partnership of which we are the general partner, unless the context requires otherwise. The terms “BX REIT Advisors” and the
“Adviser” each refer to BX REIT Advisors L.L.C., our adviser. The Adviser is part of the real estate group (“Blackstone Real Estate”) of
Blackstone Inc. (together with its affiliates, “Blackstone”), a leading global investment manager. Blackstone Real Estate serves as our
sponsor.
Web links throughout this document are provided for convenience only, and the content on the referenced websites does not
constitute a part of this Proxy Statement.
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2025 Proxy Statement
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1
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Proposal 1 — Election of Directors
There are currently nine members of the Board of Directors. On March 6, 2025, the Board of Directors, upon recommendation of its
Nominating and Corporate Governance Committee, unanimously nominated the nine directors listed below for re-election to the Board of
Directors at the Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act
as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the
election of such substitute nominee selected by our Board of Directors, unless the Board of Directors acts to reduce the size of the Board of
Directors in accordance with our bylaws. The Board of Directors has no reason to believe that any such nominees will be unable or unwilling
to serve.
Nominees for Election as Directors
The
names
, ages as of March 11, 2025 and existing positions with us of the nominees are as follows:
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Name
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Age
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Position
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Wesley M. LePatner
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43
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Chief Executive Officer and Director
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A.J. Agarwal
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58
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Co-President and Director
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Robert Harper
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46
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Co-President and Director
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Frank Cohen
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52
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Chairman of the Board
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Raymond J. Beier
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68
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Independent Director
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Susan Carras
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70
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Independent Director
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Richard I. Gilchrist
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79
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Independent Director
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Field Griffith
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71
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Independent Director
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Edward Lewis
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84
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Independent Director
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The name, principal occupation for the last five years, selected biographical information and the period of service as our director of each of
the nominees are set forth below.
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Wesley M. LePatner
Chief Executive Officer and Director
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Age: 43
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Director Since: 2016
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Committees:
None
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Biographical Information
: Ms. LePatner has been the CEO of the Company since January 2025 and a director since July 2016. Ms.
LePatner previously served as the Company’s Chief Operating Officer from July 2016 through December 2025. She is a Senior Managing
Director with Blackstone Real Estate and the Global Head of Blackstone’s Core+ real estate business as well as a member of Blackstone
Real Estate’s Investment Committee. Prior to joining Blackstone in 2014, Ms. LePatner spent over a decade at Goldman Sachs, most
recently as a Managing Director in the Real Estate Investment Group within the Asset Management Division. She also worked in Goldman
Sachs’ Real Estate Principal Investment Area and Real Estate Investment Banking Group, where she began her career.
Qualifications
: Ms. LePatner received a BA in History from Yale University, summa cum laude and Phi Beta Kappa, and serves on the
boards of The Metropolitan Museum of Art, The Abraham Joshua Heschel School and Yale University Library Council and is a member of
the advisory board of governors of NAREIT. Ms. LePatner is a valuable member of our Board of Directors because of her extensive real
estate experience, her history with Blackstone and BREIT, and her leadership within Blackstone’s Global Core+ real estate business.
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2
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Blackstone Real Estate Income Trust
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A.J. Agarwal
Co-President and Director
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Age: 58
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Director Since: 2025
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Committees:
None
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Biographical Information
: Mr. Agarwal has been a director and Co-President of the Company since March 2025. Mr. Agarwal is also a
Senior Managing Director in Blackstone Real Estate, where he focuses on the Global Core+ business. Mr. Agarwal was previously
President and a director of the Company from December 2015 to August 2023. Prior to the launch of the Blackstone Real Estate Core+
business, Mr. Agarwal was co-head of the U.S. Acquisitions team and oversaw more than $50 billion of investment transactions across all
real estate asset classes for Blackstone’s opportunistic real estate funds. Mr. Agarwal joined Blackstone in 1992 and is a member of
Blackstone’s Real Estate Investment Committee. Mr. Agarwal is also a member of the Council on Foreign Relations.
Qualifications
: Mr. Agarwal graduated from Princeton University, where he graduated magna cum laude and Phi Beta Kappa, and
received his M.B.A. from Stanford University Graduate School of Business. Mr. Agarwal is a valuable member of our Board of Directors
because of his extensive real estate and investment experience, his history with Blackstone and BREIT and his leadership within
Blackstone Real Estate's business.
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Robert Harper
Co-President and Director
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Age: 46
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Director Since: 2023
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Committees:
None
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Biographical Information
: Mr. Harper has been a director and Co-President of the Company since August 2023 and March 2025,
respectively. Previously, Mr. Harper was the President of the Company from August 2023 through February 2025, and the Head of Asset
Management of the Company from August 2016 to August 2023. He is a Senior Managing Director and the Head of Real Estate Asset
Management Americas for Blackstone. Since joining Blackstone in 2002, Mr. Harper has been involved in analyzing Blackstone’s real
estate equity and debt investments in all property types. Mr. Harper has previously worked for Blackstone in Los Angeles and London,
where he served as Head of Europe for the Blackstone Real Estate Debt Strategies business. Mr. Harper currently serves as a board
member for the World Monuments Fund and the McIntire School of Commerce Foundation board at the University of Virginia. Mr. Harper
served as a director of Invitation Homes, Inc. from January 2017 to May 2020, and his prior board memberships also include ESH
Hospitality, Inc., Park Hotels & Resorts Inc. and Extended Stay America, Inc. Prior to joining Blackstone, Mr. Harper worked for Morgan
Stanley’s real estate private equity group in Los Angeles and San Francisco.
Qualifications
: Mr. Harper received a BS from the McIntire School of Commerce at the University of Virginia. Mr. Harper is a valuable
member of our Board of Directors because of his extensive real estate experience, his history with Blackstone and BREIT, and his
leadership within Blackstone Real Estate’s business.
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2025 Proxy Statement
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3
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Frank Cohen
Chairman of the Board
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Age: 52
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Director Since: 2016
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Committees:
None
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Biographical Information
: Mr. Cohen has been Chairman of our Board of Directors since July 2016 and previously served as the
Company’s Chief Executive Officer from July 2016 to December 2024. He was previously a Senior Managing Director with Blackstone
Real Estate, the Global Chairman of Blackstone’s Global Core+ real estate business and a member of Blackstone Real Estate’s
Investment Committee. Mr. Cohen joined Blackstone in 1996 and played an integral role in the growth of the real estate business. He
previously held multiple leadership positions, overseeing Blackstone Real Estate’s Americas Acquisitions and later the Core+ real estate
business from its early days. Mr. Cohen was involved in over $100 billion of real estate transactions, including many of Blackstone’s
notable investments, including Equity Office, CarrAmerica Realty, Trizec and IndCor Properties.
Qualifications
: Mr. Cohen received a BA from Northwestern University, where he graduated from the Honors Program in Mathematical
Methods in the Social Sciences, with a double major in political science. Mr. Cohen served as a director of Tricon Residential Inc. from
September 2020 until May 2024 after the delisting of its shares from the New York Stock Exchange and the Toronto Stock Exchange. He
serves as a director for several private Blackstone portfolio companies, including Equity Office, and served as a director for Hudson
Pacific Properties (NYSE: HPP) from 2015 until 2017. He also serves on the board of trustees for Northwestern University, as a Trustee of
the Urban Land Institute and on the advisory board of governors for the National Association of Real Estate Investment Trusts (“NAREIT”).
Mr. Cohen is a valuable member of our Board of Directors because of his extensive real estate experience and his history with Blackstone.
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Raymond J. Beier
Independent Director
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Age: 68
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Director Since: 2016
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Committees:
Affiliate Transaction, Audit (Chairperson), and Compensation
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Biographical Information
: Mr. Beier has been a director and Audit Committee Chair of the Company since July 2016. Mr. Beier also
serves as a director and audit committee chair of Blackstone Private Equity Strategies Fund L.P.. Before then, he was a partner in the
financial services practice at PricewaterhouseCoopers LLP, having been with the firm from 1993 to 2016. Mr. Beier has extensive
experience in financial reporting matters relating to mergers, acquisitions and corporate finance transactions. Mr. Beier served in a variety
of roles at PricewaterhouseCoopers LLP, including as a member of the National Office leadership team responsible for its strategic policy
and analysis group and as a senior partner in the transaction services group. Mr. Beier also served on various PricewaterhouseCoopers
committees, including the Global Private Equity Committee and the Extended Leadership Committee.
Qualifications
: Mr. Beier received a B.S. in Accounting, summa cum laude, from the University of Minnesota—Duluth and an M.B.A. from
the University of Minnesota—Carlson School of Management. Mr. Beier is a valuable member of our Board of Directors because of his
extensive experience with accounting and financial reporting matters, especially relating to mergers, acquisitions and corporate finance
transactions.
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4
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Blackstone Real Estate Income Trust
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Susan Carras
Independent Director
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Age: 70
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Director Since: 2021
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Committees:
Affiliate Transaction, Audit, and Nominating & Corporate Governance
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Biographical Information
: Ms. Carras has been a director of the Company since January 2021. She is a Senior Managing Director in the
Washington, DC office of JLL Capital Markets, America. Ms. Carras served as Co-Head of HFF’s Washington, DC office from 2011 to 2019
and she joined JLL as part of JLL’s 2019 acquisition of HFF. Prior to HFF, she was a Principal and Managing Director at Sonnenblick
Goldman where she served on the operating committee and headed offices in Washington, DC and Tampa, FL. Earlier in her career, she
was with the Real Estate Finance Division of Chase Manhattan Bank.
Qualifications
: Ms. Carras received a BA, magna cum laude with departmental honors, from Lafayette College and a Diploma in Real
Estate Analysis and Appraisal from New York University. She is a trustee emerita of Lafayette College and previously chaired the
Development and Alumni Relations Committee, served on the Executive Committee and was a member of the search committee for
Lafayette’s 16th president. Together with a fellow trustee, Ms. Carras started the First Women of Lafayette Scholarship Fund. Ms. Carras
is a past chair of the board of trustees of the McLean School of Maryland. In September 2023, Ms. Carras was appointed as an
independent director to the board of trustees of Elme Communities (NYSE: ELME). She is active in the Urban Land Institute serving on the
UDMUC Blue Council and on the Washington Full Member Engagement Committee. She is a past recipient of the Greater Washington
Commercial Association of Realtors Top Financing Award and Top Sales Award for the Washington, DC Metro and has been recognized by
Real Estate Forum's Women of Influence, by Bisnow's Women of Influence in Commercial Real Estate and by Connect Media’s Women in
Real Estate. Ms. Carras is a valuable member of our Board of Directors because of her significant experience in the real estate industry.
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Richard I. Gilchrist
Independent Director
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Age: 79
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Director Since: 2016
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Committees:
Affiliate Transaction (Chairperson), Audit, and Nominating & Corporate Governance
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Biographical Information
: Mr. Gilchrist has been a director of the Company since July 2016. He served as Senior Advisor for acquisitions
and investments at The Irvine Company, a privately-held real estate investment company, a position he held from July 2011 until July
2018, after having served as President of its Investment Properties Group from 2006 to 2011. He served as President and Co-Chief
Executive Officer and on the board of directors of Maguire Properties, Inc., a publicly-held REIT, from 2002 to 2006. From 1997 to 2001,
Mr. Gilchrist served as Chief Executive Officer, President and member of the board of directors of Commonwealth Atlantic Properties, a
privately-held REIT. From 1995 to 1997, he served as the Co-Chairman and Managing Partner of CommonWealth Partners, a private real
estate company he co-founded. He served as chairman of the board and on the compensation committee of Spirit Realty Capital, Inc.
(NYSE: SRC) from 2012 to January 2024, when Spirit was acquired by Realty Income (NYSE: O). He has previously served as a director
of Ventas (NYSE: VTR) from 2011 to August 2021 and was a chairman of both its compensation and investment committees. He has also
previously served as a director of BioMed Realty Trust, Inc. (NYSE: BMR) from 2007 to 2014, Nationwide Health Properties, Inc. from
2008 to 2011, and TIER REIT, Inc. (NYSE: TIER) from 2013 to August 2019, and as chairman from 2016 to August 2019 until TIER REIT,
Inc. was acquired by Cousins Properties Inc. (NYSE: CUZ).
Qualifications
: Mr. Gilchrist is a member of the Whittier College board of trustees, where he earned his BA in 1968. He rejoined the board
in May 2023 and previously served as chairman from 2003 to 2011. He is also a member of the advisory board of the University of
California, Los Angeles Law School, where he earned a JD in 1971. Mr. Gilchrist is a valuable member of our Board of Directors because
of his extensive experience in the real estate industry, including having served as an executive officer of several REITs, his knowledge and
experience in internal and external risk oversight, and his experience as a member of the board of directors of five public REITs, including
as chairman of two.
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2025 Proxy Statement
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5
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Field Griffith
Independent Director
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Age: 71
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Director Since: 2016
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Committees:
Affiliate Transaction, Compensation (Chairperson), and Nominating & Corporate Governance
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Biographical Information
: Mr. Griffith has been a director of the Company since July 2016. He also currently serves as a non-executive
director on the board of The Forest Company Limited and as a director for the Prime Property Fund LLC, positions he has held since
March 2017 and February 2018, respectively. Mr. Griffith was most recently employed full time as the Director of Real Assets Investments
for the Virginia Retirement System from 2004 to 2016 where he was responsible for managing all aspects of the System’s global real
estate, infrastructure and natural resource portfolios. The global real estate portfolio consisted of publicly- and privately-traded equity and
debt investments in the form of separate accounts, joint ventures, closed-end funds and open-end funds. Mr. Griffith was also a member of
the management committee of the Virginia Retirement System. From 1999 to 2004, he was a senior executive at Gemini Rosemont
Commercial Real Estate where he was engaged in real estate portfolio management activities. From 1985 to 1999, Mr. Griffith was
employed in the real estate investment group for UNUM Life Insurance Company engaged in mortgage and equity underwriting,
structuring, property acquisitions/dispositions and portfolio management of the commercial real estate equity group. From 1983 to 1985,
he worked in the real estate investment group at Phoenix Home Life Insurance Company.
Qualifications
: Mr. Griffith is a Chartered Financial Analyst and received a BA from Beloit College and an MBA from the University of
Washington. From 2007 to 2013, he served as a board member of the Pension Real Estate Association. From August 2017 to March 2021,
he served on the board of directors of Tedford Housing, Inc., a non-profit organization focused on serving the regional homeless
population. Mr. Griffith is a valuable member of our Board of Directors because of his extensive experience with real estate investments.
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Edward Lewis
Independent Director
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Age: 84
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Director Since: 2016
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Committees:
Affiliate Transaction, Audit, Compensation, and Nominating & Corporate Governance (Chairperson)
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Biographical Information
: Mr. Lewis has been a director of the Company since July 2016. From 2000 until February 2017, he was Senior
Advisor to Solera Capital, a private equity firm. In 1969, he co-founded Essence Communications Partners, a multimedia company
targeting African American women, serving as Chief Executive Officer, publisher and chairman for 35 years. Previously, he served on the
boards of Great Atlantic & Pacific Tea Company, Inc. (NYSE: GAP), the Apollo Theater Foundation, the Boys and Girls Clubs of America
and the Economic Club of New York. He also served as chairman of the Magazine Publishers of America from 1997 to 1999, becoming the
first African American to hold this position in the 75-year history of the organization.
Qualifications
: Mr. Lewis received a BA and MA in Political Science and International Affairs from the University of New Mexico. Mr. Lewis
is a valuable member of our Board of Directors because of his extensive business experience as founder and chairman of Essence
Communications, as well as the skills he gained during his active board service to a number of diverse organizations.
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VOTING RECOMMENDATION
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE
DIRECTOR NOMINEES NAMED ABOVE.
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6
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Blackstone Real Estate Income Trust
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The Board of Directors and Committees
Our business is managed by our Adviser, subject to the oversight and direction of our Board of Directors. Our Board of Directors has nine
members and is currently composed of Messrs. Cohen, Harper, Agarwal, Beier, Gilchrist, Griffith and Lewis and Mmes. LePatner and
Carras.
Director Independence
Our Corporate Governance Guidelines and committee charters require a majority of the members of our Board of Directors, and all
members of our Audit Committee, Affiliate Transaction Committee, Compensation Committee and Nominating and Corporate Governance
Committee, to be “independent” directors in accordance with the criteria in our charter, bylaws, the applicable rules of the Securities and
Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (“NYSE”). Based upon its review, our Board
of Directors has affirmatively determined that each of Messrs. Beier, Gilchrist, Griffith and Lewis and Ms. Carras are “independent”
members of our Board of Directors under all applicable standards for independence, including with respect to service on our Audit
Committee, Affiliate Transaction Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Our charter provides that a majority of our directors must be independent directors, except for a period of up to 60 days after the death,
removal or resignation of an independent director pending the election of a successor independent director. Our charter defines an
independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with Blackstone Real
Estate or our Adviser. Pursuant to our charter and the policy adopted by our Board of Directors with respect to certain charter provisions, a
director is deemed to be associated with Blackstone Real Estate or our Adviser if he or she owns, or has owned in the last two years, any
interest (other than ownership of an interest that was (a) divested before appointment to our Board of Directors and (b) de minimis relative
to its owner’s net worth) in, is employed by, is an officer or director of, or has any material business or professional relationship with
Blackstone Real Estate, our Adviser or any of their affiliates, performs services (other than as a director) for us, or serves as a director or
trustee for more than three REITs sponsored by Blackstone Real Estate or advised by our Adviser. A business or professional relationship
will be deemed material per se if the gross income derived by the director from Blackstone Real Estate, the Adviser or any of their affiliates
exceeds 5% of (1) the director’s annual gross income derived from all sources during either of the last two years or (2) the director’s net
worth on a fair market value basis. An indirect association is defined to include circumstances in which the director’s spouse, parents,
children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with
Blackstone Real Estate, our Adviser or any of their affiliates or us.
Board of Directors Composition
The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills,
when taken together, will allow it to satisfy its oversight responsibilities effectively. In that regard, the Nominating and Corporate
Governance Committee is responsible for recommending candidates for directorships to be elected at each annual meeting or to fill
vacancies or newly created directorships that occur between meetings. Only independent directors may nominate replacements for
vacancies in the independent director positions. In identifying director candidates, the Nominating and Corporate Governance Committee
will review all nominees in accordance with the requirements and qualifications contained in the Company’s Corporate Governance
Guidelines and recommend that the Board of Directors select those nominees whose attributes the Nominating and Corporate Governance
Committee believes would be most beneficial to us. In identifying director candidates, the Nominating and Corporate Governance
Committee takes into account (i) minimum individual qualifications, such as personal integrity and moral character, willingness to apply
sound business judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of
Directors and (ii) any other factors it considers appropriate. While our Corporate Governance Guidelines do not include an express diversity
policy, one factor that the Board of Directors and Nominating and Corporate Governance Committee consider is the importance to the
Company of racial and gender diversity in board composition. The Board of Directors and Nominating and Corporate Governance
Committee also consider candidates’ diversity of experiences.
Director nominees may be nominated by our stockholders in accordance with the advance notice requirements contained in our bylaws. See
“Stockholder Proposals for the 2026 Annual Meeting” for more information regarding the advance notice requirements contained in our
bylaws. Our Board of Directors also will consider recommendations made by our stockholders. See “Corporate Governance—Stockholder
Nominations and Communications Policy” for more information with respect to the consideration of candidates recommended by
stockholders for election as directors.
Our Board of Directors currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and
Corporate Governance Committee and an Affiliate Transaction Committee. The current written charters for each of these committees are
available on our website,
www.breit.com
.
Audit Committee
The Audit Committee is currently composed of Messrs. Beier, Gilchrist and Lewis and Ms. Carras, with Mr. Beier serving as the committee’s
Chairperson. All Audit Committee members are “independent,” consistent with the qualifications set forth in the listing standards of the
NYSE, our charter and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to boards of
directors in general and audit committees in particular. Mr. Beier is qualified as an audit committee financial expert within the meaning of
Item 407(d)(5) of Regulation S-K under the Exchange Act. The Audit Committee’s primary duties are described in the Audit Committee
charter and include:
■
appointing, retaining, determining the compensation of, overseeing, evaluating and, where appropriate, replacing our independent
registered public accounting firm, including overseeing the qualifications and independence of our independent registered public
accounting firm;
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■
assisting the Board of Directors in overseeing our accounting and financial reporting processes;
■
overseeing the quality and integrity of the Company’s financial statements and internal controls, including audits of our financial
statements;
■
assisting the Board of Directors in overseeing the performance of our internal and independent auditors;
■
assisting with the Company’s compliance with legal and regulatory requirements applicable to financial statements and accounting and
financial reporting and overall risk management profile, including with respect to sustainability and climate change risks as they relate to
financial risk exposures;
■
overseeing the Company’s information technology security program; and
■
preparing the report of the Audit Committee required by the rules of the SEC to be included in the Company’s annual stockholders’
meeting proxy statement.
The Audit Committee has adopted procedures for the processing of complaints relating to accounting, internal control and auditing matters.
The Audit Committee oversees the review and handling of any complaints submitted pursuant to the foregoing procedures and of any
whistleblower complaints subject to Section 21F of the Exchange Act.
Affiliate Transaction Committee
The Affiliate Transaction Committee is currently composed of Messrs. Beier, Gilchrist, Griffith and Lewis and Ms. Carras with Mr. Gilchrist
serving as the committee’s Chairperson. All Affiliate Transaction Committee members are “independent,” consistent with the qualifications
set forth in our charter and the listing standards of the NYSE applicable to boards of directors.
The Affiliate Transaction Committee is responsible for reviewing and approving the terms of transactions between us and Blackstone or its
affiliates (including our Adviser) or any member of our Board of Directors, including (when applicable) the economic, structural and other
terms of all acquisitions and dispositions between us and Blackstone or its affiliates (including our Adviser). Generally, we may enter into a
transaction with Blackstone, our Adviser, our directors, and their respective affiliates only if a majority of our Board of Directors, and a
majority of the Affiliate Transaction Committee (which is composed of all of our independent directors), not otherwise interested in the
transaction approve the transaction as being fair and reasonable to us. The Affiliate Transaction Committee is also responsible for reviewing
the Adviser’s performance and the fees and expenses paid by us to the Adviser and its affiliates.
Compensation Committee
The Compensation Committee is currently composed of Messrs. Beier, Griffith and Lewis, with Mr. Griffith serving as the committee’s
Chairperson. All Compensation Committee members are “independent,” consistent with the qualifications set forth in our charter and the
listing standards of the NYSE applicable to boards of directors in general and compensation committees in particular.
We are externally managed by the Adviser pursuant to an advisory agreement (the “Advisory Agreement”) and currently, we have no
employees other than the employees that are employed by certain of our portfolio entities, and none of whom are executive officers of the
Company or are involved in the management of the Company. We do not directly compensate our executive officers, or reimburse the
Adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as our executive officers.
The Compensation Committee’s primary duties are described in its charter and include:
■
to the extent that we award compensation and/or any other employee benefits to our Chief Executive Officer, reviewing and approving
corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief
Executive Officer in light of those goals and objectives, and either as a committee or together with the other independent directors (as
directed by our Board of Directors), determining and approving our Chief Executive Officer’s compensation based on this evaluation;
■
to the extent that the Company awards compensation and/or any other employee benefits to members of our management, other than
our Chief Executive Officer, considering the recommendations of the Chief Executive Officer with respect to such members of
managements’ compensation and determining and approving such compensation and/or other employee benefits or recommending that
the Board of Directors approve such compensation and/or other employee benefits;
■
to the extent that we award incentive compensation and/or equity-based compensation directly to our employees, if any, or the
employees of any external advisor, or to such advisor’s affiliates or any of their respective employees, reviewing and making
recommendations to our Board of Directors with respect to such incentive compensation plans and equity-based compensation plans or
any material changes to any such existing plans and discharging and administering its responsibilities under any such plans as required
by the terms thereof;
■
to the extent that we are required or elect to include a compensation discussion and analysis (“CD&A”) in our annual proxy statement,
overseeing the preparation of the CD&A and related disclosures for inclusion in our annual report or proxy statement in accordance with
the rules of the SEC;
■
to the extent that we are required or elect to include a CD&A in our annual proxy statement, preparing and approving any Compensation
Committee report required to be included in our annual report or proxy statement in accordance with applicable SEC regulations;
■
to the extent that we administer and/or manage executive compensation programs, periodically reviewing, as and when determined
appropriate, executive compensation programs and total compensation levels;
■
reviewing and making recommendations to our Board of Directors concerning compensation arrangements for members of our Board of
Directors who are not employees of the Company, the Adviser or any of its affiliates;
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in consultation with management, overseeing regulatory compliance with respect to compensation matters;
■
reviewing and approving any contracts or other arrangements with our current or former executive officers, including consulting
arrangements, employment contracts or severance or termination arrangements; and
■
performing any other duties or responsibilities expressly delegated to the Compensation Committee by our Board of Directors from time
to time relating to our compensation programs.
The Compensation Committee is entitled to the resources and authority appropriate to discharge its duties and responsibilities, including the
sole authority to retain, on terms it deems appropriate, legal counsel and other experts or consultants as it deems appropriate, without
obtaining the approval of our Board of Directors or management. The Compensation Committee has the sole authority to select and retain a
compensation consultant. The Compensation Committee engaged Ferguson Partners Consulting L.P. to provide a review of the
competitiveness of BREIT’s compensation program for its non-employee/independent directors against relevant peer companies. Ferguson
Partners Consulting L.P. was paid $30,000 in connection with their services.
The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the
committee. In particular, the committee may delegate the approval of certain transactions to a subcommittee consisting solely of members
of the Compensation Committee who are “Non-Employee Directors” for the purposes of Rule 16b-3 under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
During 2024, the Compensation Committee was composed of Messrs. Beier, Griffith and Lewis, none of whom were officers or employees
of the Company during the fiscal year ended December 31, 2024, and none of whom had any relationship requiring disclosure by the
Company under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served on the board of directors or
compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of
Directors or our Compensation Committee during the fiscal year ended December 31, 2024.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is currently composed of Messrs. Gilchrist, Griffith and Lewis and Ms. Carras, with
Mr. Lewis serving as the committee’s Chairperson. All Nominating and Corporate Governance Committee members are “independent,”
consistent with the qualifications set forth in our charter and the listing standards of the NYSE.
Among other things, the Nominating and Corporate Governance Committee is responsible for (i) assisting our Board of Directors in
identifying individuals qualified to become members of our Board of Directors; (ii) recommending candidates to our Board of Directors to fill
vacancies on the Board of Directors; (iii) recommending committee assignments for directors to the full Board; (iv) periodically assessing
the performance of our Board of Directors; (v) overseeing and approving the management continuity planning process; (vi) reviewing and
monitoring the Board of Directors’ oversight of the Company’s sustainability-related reporting and disclosures and related processes and
controls; (vii) monitoring and overseeing the Board of Directors’ oversight of the internal and external communications regarding the
Company’s position or approach to sustainability matters; (viii) reviewing and recommending appropriate corporate governance policies and
procedures to our Board of Directors; (ix) overseeing the orientation of newly elected members of our Board of Directors and any continuing
education requirements set forth in the Corporate Governance Guidelines; and (x) reviewing and monitoring our Code of Business Conduct
and Ethics, and any other corporate governance policies and procedures we may have from time to time.
More specifically, the Nominating and Corporate Governance Committee is responsible for reviewing, on an annual basis, the requisite skills
and characteristics of individual members of the Board of Directors, as well as the composition of the Board of Directors as a whole, in the
context of our needs. The Nominating and Corporate Governance Committee will review all nominees for director, including those
recommended by stockholders, in accordance with requirements and qualifications set forth in our Corporate Governance Guidelines and
will recommend that the Board of Directors select those nominees whose attributes it believes would be most beneficial to us. This review
involves an assessment of the personal qualities and characteristics, accomplishments and business reputation of director candidates. The
Nominating and Corporate Governance Committee will assess candidates’ qualifications based on the following minimum criteria, which
may be modified from time to time by the Nominating and Corporate Governance Committee:
■
demonstrated personal integrity and moral character;
■
willingness to apply sound and independent business judgment for the long-term interests of stockholders;
■
relevant business or professional experience, technical expertise or specialized skills;
■
personality traits and background that appear to fit with those of the other directors to produce a collegial and cooperative board
responsive to the Company’s needs; and
■
ability to commit sufficient time to effectively carry out the substantial duties of a director.
In addition, each director is required to have at least three years of relevant experience demonstrating the knowledge and experience
required to successfully acquire and manage the type of assets being acquired by the Company, and at least one of the independent
directors shall have at least three years of relevant real estate experience.
Meetings
Directors are expected to attend board meetings and meetings of the committees on which they serve, to spend the time needed and to
meet as frequently as necessary, in order to discharge their responsibilities properly. Our Board of Directors conducts its business through
meetings of the Board of Directors, actions taken by written consent in lieu of meetings and by actions of its committees. During the year
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ended December 31, 2024, the Board of Directors held 13 meetings, the Audit Committee held four meetings, the Affiliate Transaction
Committee held seven meetings, the Compensation Committee held four meetings and the Nominating and Corporate Governance
Committee held two meetings. Each director attended at least 75% of the combined number of meetings of the Board of Directors and
meetings of committees on which he or she served during the period in 2024 in which he or she served as a director or member of such
committee, as applicable.
We do not have a formal policy regarding attendance by directors at our annual meeting of stockholders but invite and encourage all
directors to attend. We make every effort to schedule our annual meeting of stockholders at a time and date to permit attendance by
directors, taking into account the directors’ schedules and the timing requirements of applicable law. Eight of our directors were present, in
person or telephonically, at our 2024 annual meeting of stockholders.
Executive Sessions
Our non-management directors regularly hold executive sessions at which management is not present. Our Corporate Governance
Guidelines provide that the presiding independent director, if any, or a director designated by the non-management directors shall serve as
such presiding director.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors has structured itself in a manner that it believes allows it to perform its oversight function effectively. A majority of our
directors are independent pursuant to the definition of independence established by our charter and the standards of the NYSE. Our offices
of Chairman of the Board of Directors and Chief Executive Officer are separate even though such separation is not required. Mr. Cohen, as
Chairman of the Board of Directors, is responsible for our strategic direction and oversight, while Ms. LePatner, as Chief Executive Officer,
leads the investment strategy of the Company and is responsible for managing the day-to-day operations of the Company.
The Board of Directors determined that separating the Chief Executive Officer and Chairperson positions is the appropriate leadership
structure for the Company at this time. The Board of Directors is of the view that ‘‘one-size’’ does not fit all, the evidence does not
demonstrate that any one leadership structure is more effective at creating long-term stockholder value and the decision of whether to
combine or separate the positions of Chief Executive Officer and Chairperson will vary company to company and depend upon a company’s
particular circumstances at a given point in time. Accordingly, the Board of Directors carefully considers from time to time whether the Chief
Executive Officer and Chairperson positions should be combined based on what the Board of Directors believes is best for the Company
and its stockholders. The Company does not have a lead independent director.
As with every business, we confront and must manage various risks including financial and economic risks related to the performance of our
portfolio and how our investments have been financed. Pursuant to our charter and bylaws and the Maryland General Corporation Law, our
business and affairs are managed under the direction of our Board of Directors. Our Adviser is responsible for the day-to-day management
of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for establishing broad corporate
policies for our overall operation and for the direction and oversight of our risk management. Members of our Board of Directors keep
informed of our business by participating in meetings of our Board of Directors and its committees, by reviewing analyses, reports and other
materials provided to them by and through discussions with our Adviser and our executive officers.
In connection with their oversight of risks to our business, our Board of Directors and the Audit Committee consider feedback from our
Adviser concerning the risks related to our business, operations and strategies. The Audit Committee also assists the Board of Directors in
fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance
with legal and regulatory requirements. The Affiliate Transaction Committee manages risks associated with the independence of the
independent directors and potential conflicts of interest involving our Adviser and its affiliates. The Compensation Committee and the
Nominating and Corporate Governance Committee assist the Board of Directors in fulfilling its oversight responsibilities with respect to the
management of risks arising from our compensation policies and programs and risks associated with board organization, membership and
structure, succession planning and corporate governance, respectively. Our compensation policies and practices, pursuant to which we pay
no cash compensation to our Adviser’s officers and employees since they are compensated by our Adviser or its affiliates, do not create
risks that are reasonably likely to have a material adverse effect on us. With respect to cybersecurity risk oversight, the Board of Directors
and/or the Audit Committee receive periodic reports and/or updates from management on the primary cybersecurity risks facing the
Company and our Adviser and the measures the Company and our Adviser are taking to mitigate such risks. In addition to such reports, the
Board of Directors and/or the Audit Committee receive updates from management as to changes to the Company’s and the Adviser’s
cybersecurity risk profile or certain newly identified risks.
Corporate Governance
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees (if any), and to all of the officers
and employees of the Adviser, including our principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions. Our Code of Business Conduct and Ethics, as it relates to those also covered by Blackstone’s code of
conduct, operates in conjunction with, and in addition to, Blackstone’s code of conduct. Our Code of Business Conduct and Ethics is
designed to comply with SEC regulations relating to codes of conduct and ethics. Our Code of Business Conduct and Ethics is available on
our website,
www.breit.com
. The Company does not have a hedging policy for its officers, employees and directors at this time.
Any waiver of the Code of Business Conduct and Ethics may be made only by our Board of Directors or the Audit Committee and will be
promptly disclosed on our website set forth above rather than by filing a Current Report on Form 8-K. Any modifications to the Code of
Business Conduct and Ethics will also be reflected on such website.
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Corporate Governance Guidelines
We have also adopted Corporate Governance Guidelines to advance the functioning of our Board of Directors and its committees and to set
forth our Board of Directors’ expectations as to how it and they should perform its and their respective functions. Our Corporate Governance
Guidelines are available on our website,
www.breit.com
.
Stockholder Nominations and Communications Policy
Our Board of Directors has adopted policies with respect to the consideration of candidates recommended by stockholders for election as
directors and stockholder and interested-party communications with the Board of Directors.
Interested parties, including stockholders, may communicate with the Board of Directors or any of its directors, and stockholders may also
recommend director nominees for consideration by the Nominating and Corporate Governance Committee by directing the applicable
communication in writing to our Secretary at: Secretary, Stockholder Communications / Stockholder Nominations, Blackstone Real Estate
Income Trust, Inc., 345 Park Avenue, New York, New York 10154. The sender should indicate in the address whether it is intended for the
entire Board of Directors, a committee of the Board of Directors or an individual director. Each communication will be forwarded to the
intended recipients in accordance with the instructions provided.
Stockholder recommendations for nomination should include the name of the candidate, a current resume and curriculum vitae of the
candidate and a statement describing the candidate’s qualifications and contact information for personal and professional references. The
submission should also include the name and address of the stockholder who is recommending the nominee, the number of shares that are
owned of record or beneficially by the submitting stockholder and a description of all arrangements or understandings between the
submitting stockholder and the candidate. Director nominees may be nominated by our stockholders in accordance with our bylaws and the
advance notice requirements contained in our bylaws. See “Stockholder Proposals for the 2026 Annual Meeting” for more information
regarding the advance notice requirements contained in our b
ylaws.
Insider Trading Policy
Our Board of Directors has
adopted
an insider trading policy which establishes procedures for personal investments and restricts certain
personal securities transactions. Personnel subject to the policy (officers, directors, and employees of the Company, if any, the Adviser and
Blackstone) are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held
by us, so long as such investments are made in accordance with the policy’s requirements. Covered persons, other than those who are
unaffiliated with the Adviser or Blackstone, are prohibited from trading any securities of the Company without receiving pre-clearance from
Blackstone's Legal and Compliance Group. The insider trading policy was filed with the Company's Annual Report on Form 10-K.
Sustainability
BREIT is a non-listed, perpetual-life real estate investment program that invests primarily in stabilized income-generating commercial real
estate in the United States, and to a lesser extent, outside the United States. BREIT also selectively invests in real estate debt investments
to provide current income and, alongside its credit facilities and operating cash flow, serve as an additional source of liquidity for cash
management, satisfying stock repurchases under the share repurchase plan and other purposes. We are committed to responsibly
managing risk and preserving value for our shareholders. We strive to consider certain sustainability factors relevant to our potential
investments when making capital allocation decisions and incorporate sustainability diligence practices as part of our investment process,
where applicable.
As an externally managed company, BREIT’s day-to-day operations are managed by our Adviser under the oversight of our Board of
Directors, and BREIT does not have any employees. Our executive officers are senior Blackstone Real Estate professionals and our Adviser
is a subsidiary of Blackstone and part of Blackstone Real Estate.
As such, many of the sustainability initiatives undertaken by Blackstone may be, but will not always be, relevant to our business and certain
of the business decisions made on our behalf by employees of our Adviser to deliver strong returns for our investors. Blackstone’s investors
have relied on Blackstone’s relentless commitment to excellence for nearly 40 years. Blackstone’s sustainability efforts are anchored in its
goal of generating strong returns for investors to fulfill its fiduciary duty. Blackstone’s integrated team includes dedicated coverage at the
firm level and at individual business units, including Blackstone Real Estate.
Key sustainability initiatives we share with Blackstone include the consideration of relevant sustainability factors in the investment process
where applicable, dedicated resources to sustainability governance and oversight, industry engagement on sustainability matters, corporate
sustainability and environmental performance improvements at our office locations, and certain employee and community engagement and
talent programs.
Human Capital Management
■
Blackstone believes a workforce reflecting a diverse breadth of backgrounds and experiences makes Blackstone a better investor and a
better firm. Blackstone’s talent strategy leverages a people-driven framework based on four key pillars: recruiting, talent development,
community and inclusion and accountability. Blackstone believes that by focusing on each of these pillars and investing in its people and
its culture, Blackstone will create an inclusive environment that helps expand access to the best available talent and drives retention and
advancement opportunities for its employees.
■
Blackstone’s employee resource groups, which are open to all employees, serve as a platform for Blackstone professionals to expand
cultural awareness and connect to other employees, including through speaker series, professional development opportunities and social
events.
1
We define diverse to include individuals who are female and ethnically diverse. We define ethnically diverse to include Ethnic diversity in
the U.S., which is defined as Asian, American Indian, Alaska Native, Black or African American, Hispanic or Latino, Native Hawaiian or other
Pacific Islander, or individuals of two or more races.
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Blackstone seeks to enable itself and its portfolio companies to access a broad pool of qualified talent, including through firm programs
aimed at introducing talented undergraduate students to financial services and Blackstone and portfolio programs aimed at helping its
portfolio companies access historically under-tapped talent pools.
■
33% of directors on BREIT’s Board of Directors are diverse.
1
■
Blackstone is a founding signatory of the Institutional Limited Partners Association’s Diversity in Action initiative, which brings together
limited partners and general partners who share a commitment to advancing inclusive workplaces and professionals with a diversity of
backgrounds, perspective, and experiences in the private equity industry.
Employee Training and Development
■
Blackstone offers a wide range of learning and professional development opportunities, both formally and informally, to help Blackstone
employees advance their careers and maximize the value they can add to the global firm.
■
Incoming Blackstone analyst classes are provided with training that spans their first few years. In addition, new hires are provided with
training and other opportunities to help them thrive in Blackstone’s culture, including through Blackstone’s Culture Program and
Leadership Speaker Series. Blackstone employees are trained or enrolled in compliance training when they start at the firm, and
Blackstone retrains employees globally at least once annually. Over the course of their careers at Blackstone, employees are offered
learning opportunities in a number of areas including leadership and management development and communication skills, among others.
Blackstone offers a global development curriculum on key capabilities required to succeed at Blackstone and partners with external
organizations to deliver training programs for Blackstone employees. Blackstone consistently seeks to create visibility and opportunities
for talent to take on roles beyond their current positions, and for managers to connect regularly to discuss and match talent with critical
roles.
Employee Engagement
■
Blackstone is committed to ensuring its employees are engaged with their work and with their local communities. Blackstone regularly
gathers feedback from Blackstone employees via internal and/or external surveys to assess employee engagement and satisfaction and
develop targeted solutions. Blackstone also supports its employee resource groups in their efforts to expand cultural awareness and
connection across the firm.
Employee Benefits
■
Blackstone cares greatly about the health, safety and well-being of its employees. Blackstone also offers comprehensive and competitive
benefits to its full-time employees, including, without limitation, primary and secondary caregiver leave, adoption leave, fertility coverage
and backup childcare. In addition, Blackstone offers additional family planning benefits for employees such as infertility benefits,
including cryopreservation and primary caregiver leave for a minimum of 21 weeks. Blackstone offers employee well-being programs that
provide information, tools and resources, including connections to immediate support, community referrals and counseling. Blackstone
has partnered with various platforms to provide on-demand emotional and mental health support and personalized support and
resources for its employees and their families throughout all stages of life.
Community
■
The Blackstone Charitable Foundation (“BXCF”) was established in 2007 and is committed to supporting Blackstone’s goal of helping
foster economic opportunity and career mobility. This includes, among other initiatives, Blackstone’s signature Blackstone LaunchPad
network, which seeks to close the opportunity gap by equipping college and university students with the entrepreneurial skills they need
to build lasting careers, and BX Connects, a global program that provides Blackstone employees with the opportunity to support their
local communities through volunteering and giving. BX Connects uses the firm’s scale, talent and resources to make grants, develop
nonprofit partnerships and create employee engagement opportunities. Nearly 90% of Blackstone's employees engaged globally with
BXCF’s charitable initiatives in 2024.
Environmental
Sponsor Compliance with Environmental Regulations
■
Blackstone endeavors to be in full compliance with applicable environmental regulations in all locations where it has offices.
■
Blackstone Real Estate Debt Strategies’ loan origination business requires sponsors to remediate any material environmental concerns
prior to the origination of a loan and requires documentary provisions, such as representations and warranties, covenants, indemnities
and other provisions governing environmental matters to ensure ongoing sponsor compliance with applicable environmental laws.
Corporate Sustainability Practices
■
Blackstone’s Global Corporate Services (“GCS”) team is responsible for managing and advancing energy efficiency and environmental
performance opportunities at Blackstone’s global offices. The GCS team aims to optimize office construction, renovation, daily
operations and procurement in support of the firm’s decarbonization efforts. Select highlights from Blackstone's office decarbonization
efforts include the following
—
Blackstone's 345 Park Avenue office in New York launched a pilot composting program to collect food scraps from its in-house
catering operator. Since its inception in June 2024, the program has successfully diverted over 6 tons of food waste from landfill.
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—
Blackstone's 40 Berkeley Square office in London partners with Merit for remote off-site storage. This initiative has led to over 20
tons of avoided carbon emissions, 12 tons of items donated, and 60 tons of items recycled.
—
Blackstone
’s New York offices partner with Green Standards to responsibly manage the disposition of our office furniture, fixtures and
equipment during renovations or when no longer needed, diverting them from landfill through resale, donation and recycling.
■
Climate Change:
—
In 2024, Blackstone published its second report aligned with the TCFD (Task Force on Climate-Related Financial Disclosures
Recommendations). The report included Blackstone’s Scope 1 and Scope 2 GHG emissions data as well as select Scope 3 GHG
emissions data from Blackstone’s business operations for 2019, 2020, 2021, 2022 and 2023.
—
Blackstone engages with climate-related organizations both at the firm level and through individual business units. Blackstone is a
signatory of PRI (Principles for Responsible Investment) as of July 2021 and a TCFD supporter as of October 2021. Select funds and
portfolio companies within Blackstone Infrastructure and Real Estate participate in GRESB (Global Real Estate Sustainability
Benchmark).
Governance
Board Composition and Effectiveness
■
We seek to ensure that our Board of Directors is composed of members whose experience, qualifications, attributes and skills, when
taken together, will allow our Board of Directors to satisfy its oversight responsibilities effectively. Our Board of Directors has two women
and one member who has self-identified as racially or ethnically diverse.
■
Our Board of Directors is a majority independent board and each of its committees is composed solely of independent directors. Each of
the members of our Board of Directors’ committees is a sophisticated business veteran, bringing experience from real estate, accounting
and general business backgrounds to our Board of Directors’ oversight function, which experience we believe provides a majority of the
members of our Board of Directors with business and risk management expertise.
■
We have a separate chief executive officer and chair roles, and all of our Board of Director committee members are independent.
■
We have a dedicated Affiliate Transaction Committee whose primary purpose is to review transactions between us and Blackstone or its
affiliates (including our Adviser) or with other related persons and to determine if the resolution of the conflict of interest is fair and
reasonable to us and our stockholders.
■
Non-Independent Directors
—
Frank Cohen, our Chairman and former Chief Executive Officer and also a former Senior Managing Director of Blackstone Real
Estate, is a valuable member of our Board of Directors because of his extensive real estate experience and his history with
Blackstone.
—
Wesley M. LePatner, our Chief Executive Officer and also a Senior Managing Director of Blackstone Real Estate and Global Head of
Blackstone’s Core+ real estate business, is a valuable member of our Board of Directors because of her extensive real estate
experience, her history with Blackstone and BREIT, and her leadership within Blackstone's Global Core+ real estate business.
—
A.J. Agarwal, our Co-President and a Senior Managing Director of Blackstone Real Estate, is a valuable member of our Board of
Directors because of his extensive real estate and investment experience, his history with Blackstone and BREIT and his leadership
within Blackstone Real Estate's business.
—
Robert Harper, our Co-President and also a Senior Managing Director and the Head of Real Estate Asset Management Americas for
Blackstone Real Estate, is a valuable member of our Board of Directors because of his extensive real estate experience, his history
with Blackstone and BREIT, and his leadership within Blackstone Real Estate’s business.
■
Independent Directors
—
Raymond J. Beier, a former partner in the financial services practice at PricewaterhouseCoopers LLC, is a valuable member of our
Board of Directors because of his extensive experience with accounting and financial reporting matters, especially relating to
mergers, acquisitions and corporate finance transactions.
—
Susan Carras, a Senior Managing Director in the Washington, DC office of JLL Capital Markets, is a valuable member of our Board of
Directors because of her significant experience in the real estate industry.
—
Richard I. Gilchrist, a former Senior Advisor for acquisitions and investments at The Irvine Company, a privately-held real estate
investment company, is a valuable member of our Board of Directors and has a unique insight into our investment activities because
of his extensive experience in the real estate industry, including having served as an executive officer of several REITs, his
knowledge and experience in internal and external risk oversight, and his experience as a member of the board of directors of five
public REITs, including as chairman of two.
—
Field Griffith, the former Director of Real Estate Assets Investments for the Virginia Retirement System, is a valuable member of our
Board of Directors because of his extensive experience with real estate investments.
—
Edward Lewis, the Co-Founder and former Chairman and Chief Executive Officer of Essence Communications Partners, a
multimedia company targeting African American women, and the Co-Founder of Latina magazine, is a valuable member of our Board
|
2025 Proxy Statement
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13
|
of Directors because of his extensive business experience as founder and chairman of Essence Communications, as well as the
skills he gained during his active board service to a number of diverse organizations.
Investment Thesis and Asset Management for Rental Housing
■
Blackstone Real Estate has established core housing principles to provide a remarkable tenant experience, which includes:.
—
conducting rigorous due diligence on prospective BREIT investments;
—
performing
third-party reviews of portfolio companies managing BREIT properties to encourage strong governance; and
—
actively monitoring BREIT investments for compliance with regulatory and firm requirements.
Independent Registered Public Accounting Firm
■
Deloitte & Touche LLP (“Deloitte”) has served as our independent registered public accounting firm since 2016. Deloitte performs an
annual audit of our financial statements and we have received an unqualified opinion each year. In compliance with auditing standards
set forth by the Public Company Accounting Oversight Board in the U.S., Deloitte will rotate the audit partner responsible for signing our
financial statements at least every five years.
■
As part of the evaluation of our independent registered public accounting firm, the Audit Committee periodically considers whether there
should be a regular rotation of the independent registered public accounting firm. In addition, in conjunction with the mandated rotation
of Deloitte’s lead audit partner, the Audit Committee and the Audit Committee Chairperson are directly involved in the selection of
Deloitte’s lead audit partner.
■
For information regarding the fees we paid to Deloitte in 2024 and 2023 and our approval procedures relating to Deloitte’s fees, see
“Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.”
Financial Disclosures
■
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Anti-Corruption and Related Due Diligence
■
BREIT conducts risk-based due diligence on transaction counterparties as part of a robust “know your customer” governance process.
The diligence team typically obtains background and due diligence searches through reputable third-party search companies, the scope
of which includes OFAC, anti-money laundering compliance, litigation, bankruptcy, judgments, the Uniform Commercial Code and other
public registry filings.
■
Blackstone Real Estate Debt Strategies’ loan origination business completes an anti-corruption review prior to the origination of a loan,
typically including the commission of global OFAC and politically exposed person searches of all relevant individuals and entities, and
requires documentary provisions such as representations and warranties, covenants, indemnities and other provisions governing anti-
corruption, anti-money laundering and anti-terrorism compliance.
|
14
|
Blackstone Real Estate Income Trust
|
Executive and Senior Officers
The following table sets forth the positions, ages as of March 11, 2025 and selected biographical information for our executive officers. Ms.
LePatner's and Messrs. Harper’s and Agarwal’s biographical information is provided in the section of this Proxy Statement entitled
“Proposal 1 – Election of Directors.”
|
Name
|
Age
|
Position
|
|
Wesley M. LePatner
|
43
|
Chief Executive Officer and Director
|
|
A.J. Agarwal
|
58
|
Co-President and Director
|
|
Robert Harper
|
46
|
Co-President and Director
|
|
Anthony F. Marone, Jr.
|
42
|
Chief Financial Officer and Treasurer
|
|
Zaneta Koplewicz
|
41
|
Head of Shareholder Relations
|
|
Glen Bartley
|
39
|
Chief Operating Officer
|
|
Leon Volchyok
|
41
|
Chief Legal Officer and Secretary
|
|
Paul Kolodziej
|
45
|
Deputy Chief Financial Officer
|
|
||
|
Anthony F. Marone, Jr.
Chief Financial Officer and Treasurer
|
||
|
■
Age: 42
|
||
|
Biographical Information
: Mr. Marone has been Chief Financial Officer and Treasurer of the Company since March 2021. He is a
Managing Director of Blackstone and the Head of Real Estate Finance Americas. Mr. Marone also serves as the Chief Financial Officer
of Blackstone Mortgage Trust (NYSE: BXMT). Prior to joining Blackstone in 2012, Mr. Marone was a Vice President and Controller at
Capital Trust, Inc., the predecessor business to BXMT. Previously, Mr. Marone worked in the Real Estate Assurance practice of
PricewaterhouseCoopers LLP.
Qualifications
: Mr. Marone received a BS and an MBA from Rutgers University and is a Certified Public Accountant and Chartered
Global Management Accountant.
|
||
|
||
|
Zaneta Koplewicz
Head of Shareholder Relations
|
||
|
■
Age: 41
|
||
|
Biographical Information
: Ms. Koplewicz has been the Head of Shareholder Relations of the Company since December 2023. She is a
Senior Managing Director with Blackstone Real Estate. Since joining Blackstone in 2021, Ms. Koplewicz’s primary responsibility has
been managing the Company’s interface with clients and other key stakeholders. Before joining Blackstone, Ms. Koplewicz spent 14
years at BlackRock where she was most recently a Managing Director responsible for developing and growing relationships with large,
strategic clients in North America. Prior to that, she held several roles within BlackRock Alternative Investors including Global Head of
Product Strategy for the Event Driven business, where she led client engagement and business strategy for the platform across
institutional and private wealth clients.
Qualifications
: Ms. Koplewicz received a BA in Politics with a certificate in African American Studies from Princeton University.
|
||
|
2025 Proxy Statement
|
15
|
|
||
|
Glen Bartley
Chief Operating Officer
|
||
|
■
Age: 39
|
||
|
Biographical Information
: Mr. Bartley has been Chief Operating Officer of the Company since March 2025. He is also a Managing
Director with Blackstone Real Estate. Mr. Bartley is involved in the management and operations of the Company and was previously a
member of Blackstone Real Estate’s investment team where he focused primarily on driving performance in its office and lab office
investments. Before joining Blackstone in July 2019, Mr. Bartley worked at Goldman Sachs for 10 years in various roles across the real
estate business including acquisitions, asset management, and debt originations and restructurings.
Qualifications
: Mr. Bartley received a BE in Mechanical Engineering from Vanderbilt University and an MBA from Columbia Business
School.
|
||
|
||
|
Leon Volchyok
Chief Legal Officer and Secretary
|
||
|
■
Age: 41
|
||
|
Biographical Information
: Mr. Volchyok has been the Chief Legal Officer of the Company since September 2017 and he has been the
Secretary of the Company since June 2016. Mr. Volchyok is the General Counsel for Blackstone’s Private Wealth Solutions business. Mr.
Volchyok plays a key role in the structuring, launch and operations of the firm's individual investor-focused vehicles. Mr. Volchyok is a
member of the board for the Institute for Portfolio Alternatives and on the Executive Committee of NAREIT’s Public Non-listed REIT
Council.
Qualifications
: Mr. Volchyok received a BBA from Baruch College – Zicklin School of Business and a JD from Fordham Law School.
|
||
|
||
|
Paul Kolodziej
Deputy Chief Financial Officer
|
||
|
■
Age: 45
|
||
|
Biographical Information
: Mr. Kolodziej has been the Deputy Chief Financial Officer of the Company since December 2023 and was
the Company’s Chief Accounting Officer from March 2019 to December 2023. He is also a Managing Director with Blackstone Real
Estate and previously served as Controller of the Company from June 2016 to March 2019. Prior to joining Blackstone in June 2016, Mr.
Kolodziej was a Senior Manager at PricewaterhouseCoopers LLP, where he provided assurance services to financial service clients
focused on REITs, private real estate funds and hedge funds. During his time at PricewaterhouseCoopers LLP, Mr. Kolodziej also
completed a two-year rotation in PricewaterhouseCoopers LLP’s SEC Services Group within their National Office, focusing on client
consultations over a wide range of matters related to security registrations and ongoing SEC filing requirements.
Qualifications
: Mr. Kolodziej received a BS in Accountancy from DePaul University and is a Certified Public Accountant.
|
||
|
16
|
Blackstone Real Estate Income Trust
|
Compensation of Directors and Executive Officers
Equity Compensation Plan Information
As of December 31, 2024, we did not have an equity compensation plan or individual compensation arrangements under which equity
securities of the registrant are authorized for issuance to our executive officers or directors. We award restricted stock to our directors as
described below in “Compensation of Directors and Executive Officers—Non-Employee Director Compensation” and we issued incentive
compensation awards to certain employees of portfolio entity service providers and certain employees of Home Partners of America, April
Housing and American Campus Communities, all of which are consolidated subsidiaries of BREIT, that entitles them to receive an allocation
of the Company’s total return over a certain hurdle amount, as determined by the Company as described in “Transactions with Related
Persons and Certain Control Persons—Affiliate Service Agreements—Securities Authorized for Issuance Under Equity Compensation
Plans.”
Executive Officer Compensation
We are externally managed and currently have no employees other than the employees that are employed by certain of our portfolio
entities, none of whom are executive officers of the Company or are involved in the management of the Company. Our executive officers
serve as officers of the Adviser and are employees of the Adviser or one or more of its affiliates. Our Advisory Agreement provides that the
Adviser is responsible for managing our investment activities. Our executive officers do not receive any compensation from us or any of our
subsidiaries for serving as our executive officers but, instead, receive compensation from Blackstone. In addition, we do not reimburse the
Adviser for compensation it pays to our executive officers. The Advisory Agreement does not require our executive officers to dedicate a
specific amount of time to fulfilling the Adviser’s obligations to us under the Advisory Agreement. Accordingly, the Adviser has informed us
that it cannot identify the portion of the compensation it awards to our executive officers that relates solely to such executives’ services to
us, as the Adviser does not compensate its employees specifically for such services. Furthermore, we do not have employment agreements
with our executive officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our executive officers,
our executive officers have not received any nonqualified deferred compensation and we do not have arrangements to make payments to
our executive officers upon their termination or in the event of a change in control of us.
Although we do not pay our executive officers any compensation, we pay the Adviser the fees described under the heading “Transactions
with Related Persons and Certain Control Persons — Our Relationship with Our Adviser and Blackstone — Advisory Agreement.”
Policies and Practices Related to the Timing of Equity Awards
option grants with respect to the release of material non-public information.
We also have
not
timed the release of material nonpublic
information for the purpose of affecting the value of executive compensation, if any.
Non-Employee Director Compensation
We compensate each director who is not employed by the Adviser or Blackstone with an annual retainer of $290,000, consisting of $90,000
cash and a $200,000 grant of restricted stock. Additionally, the Audit Committee Chairperson receives an additional retainer of $25,000 and
each Chairperson of our other committees receives an additional retainer of $15,000. The Chairman of the Board of Directors receives an
additional cash retainer of $100,000. The annual grant of restricted stock is based on the then-current per share transaction price of our
Class I shares at the time of grant and generally vests one year from the date of grant.
We do not pay our directors additional fees for attending board or committee meetings. All directors are reimbursed for reasonable out-of-
pocket expenses incurred in attending board and committee meetings (including, but not limited to, airfare, hotel and food). Our directors
who are affiliated with the Adviser or Blackstone do not receive additional compensation for serving on the Board of Directors or committees
thereof.
The following table sets forth the compensation earned by or paid to our directors for the fiscal year ended Decem
ber 31, 2024:
|
Name
|
Fees Earned or
Paid in Cash ($)
|
Stock Awards ($)
(1)
|
Total ($)
|
|
Wesley M. LePatner
|
—
|
—
|
—
|
|
Robert Harper
|
—
|
—
|
—
|
|
Brian Kim
(2)
|
—
|
—
|
—
|
|
Frank Cohen
|
—
|
—
|
—
|
|
Raymond J. Beier
|
$105,000
|
$200,000
|
$305,000
|
|
Richard I. Gilchrist
|
$97,500
|
$200,000
|
$297,500
|
|
Field Griffith
|
$97,500
|
$200,000
|
$297,500
|
|
Edward Lewis
|
$97,500
|
$200,000
|
$297,500
|
|
Susan Carras
|
$85,000
|
$200,000
|
$285,000
|
|
2025 Proxy Statement
|
17
|
(1)
Represents the aggregate grant date fair value of awards of restricted shares of Class I common stock calculated under the Financial
Accounting Standards Board’s Accounting Standards Codification Topic 718 without taking into account estimated forfeitures. The
number of shares awarded to each of our independent directors was 14,269, which was determined by dividing $200,000 by the then-
current net asset value ("NAV") per share of our Class I shares at the time of grant in August 2024. Such shares vest in August 2025.
(2)
Mr. Kim resigned from his roles with the Company effective March 6, 2025. Concurrent with Mr. Kim's resignation, our Board of
Directors appointed Mr. Agarwal as a director.
Non-Employee Director Stock Ownership Policy
The Board of Directors has adopted a stock ownership policy for our non-employee directors in order to better align our non-employee
directors’ financial interests with those of our stockholders by requiring such directors to own a minimum level of our stock. Each of our non-
employee directors (other than a non-employee director who is employed by one of our stockholders (or any affiliate thereof) that meets the
ownership requirements for a non-employee director) is required to own shares in an amount equal to five times his or her annual cash
retainer within five years of becoming subject to the policy. All of our non-employee directors are in compliance with the stock ownership
policy.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 28, 2025, information regarding the number and percentage of shares of our common stock
owned by each director, our named executive officers, all directors and executive officers as a group, and any person known to us to be the
beneficial owner of more than 5% of outstanding shares of our common stock. As of March 28, 2025, there were a total of
3,651,641,363
shares of our common stock issued and outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and
includes securities that a person has the right to acquire within 60 days. The address for our directors and officers is in care of our principal
executive offices at 345 Park Avenue, New York, NY 10154.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned
|
|
Percent of Shares
Beneficially Owned
|
|
Directors and Named Executive Officers:
|
|||
|
Wesley M. LePatner
|
218,004
|
*
|
|
|
A.J. Agarwal
|
779,240
|
*
|
|
|
Robert Harper
|
538,483
|
*
|
|
|
Anthony F. Marone, Jr.
|
10,830
|
*
|
|
|
Frank Cohen
|
1,456,464
|
*
|
|
|
Raymond J. Beier
|
91,737
|
*
|
|
|
Susan Carras
|
67,554
|
*
|
|
|
Richard I. Gilchrist
|
100,380
|
*
|
|
|
Field Griffith
|
91,737
|
*
|
|
|
Edward Lewis
|
89,632
|
*
|
|
|
All current executive officers and directors as a group (14
persons)
|
3,510,613
|
*
|
|
|
5% Stockholders
|
|||
|
The Regents of the University of California
(1)
|
302,775,462
|
8
%
|
All shares listed in the table above are Class I shares.
*
Represents less than 1%
(1)
The business address for The Regents of the University of California is 1111 Franklin Street, Oakland, CA 94607.
As of March 28, 2025, Blackstone owned an aggregate
$3.4 billion
of shares of our common stock and Operating Partnership units. In
addition, Blackstone employees, including our executive officers, owned an aggregate
$1.3 billion
of shares of our common stock and
Operating Partnership units.
|
18
|
Blackstone Real Estate Income Trust
|
Transactions with Related Persons and Certain
Control Persons
The following describes all transactions during the fiscal year ended December 31, 2024 and currently proposed transactions involving us,
our directors, our Adviser, Blackstone and any affiliate thereof.
Our Relationship with Our Adviser and Blackstone
We are externally managed by our Adviser, BX REIT Advisors L.L.C., a Delaware limited liability company, which is responsible for sourcing,
evaluating and monitoring our investment opportunities and making decisions related to the acquisition, management, financing and
disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our
Board of Directors. The Adviser is part of Blackstone Real Estate, which serves as our sponsor. All of our officers and directors, other than
the independent directors, are employees of Blackstone. We have and will continue to have certain relationships with the Adviser and its
affiliates.
Advisory Agreement
We are managed and advised by the Adviser pursuant to the Advisory Agreement that first became effective August 31, 2016; however, we
did not commence active operations until January 1, 2017, when we had satisfied the minimum offering requirement in our initial public
offering and our Board of Directors had authorized the release of proceeds from escrow to us.
Pursuant to the Advisory Agreement and subject to the supervision of our Board of Directors, the Adviser is responsible for, among other
things:
■
serving as an advisor to us and the Operating Partnership with respect to the establishment and periodic review of our investment
guidelines and our and the Operating Partnership’s investments, financing activities and operations;
■
sourcing, evaluating and monitoring our and the Operating Partnership’s investment opportunities and executing the acquisition,
management, financing and disposition of our and the Operating Partnership’s assets, in accordance with our investment guidelines,
policies and objectives and limitations, subject to oversight by our Board of Directors;
■
with respect to prospective acquisitions, purchases, sales, exchanges or other dispositions of investments, conducting negotiations on
our and the Operating Partnership’s behalf with sellers, purchasers, and other counterparties and, if applicable, their respective agents,
advisors and representatives, and determining the structure and terms of such transactions;
■
providing us with portfolio management and other related services;
■
serving as our advisor with respect to decisions regarding any of our financings, hedging activities or borrowings; and
■
engaging and supervising, on our and the Operating Partnership’s behalf and at our and the Operating Partnership’s expense, various
service providers.
The above summary is provided to illustrate the material functions that the Adviser performs for us and it is not intended to include all of the
services that may be provided to us by the Adviser or third parties.
Management Fee
As compensation for its services provided pursuant to the Advisory Agreement, we pay the Adviser a management fee equal to 1.25% of our
monthly NAV as determined pursuant to our valuation policies for the Class T shares, Class S shares, Class D shares, Class I shares and
Class C shares per annum, payable monthly. Additionally, to the extent that our Operating Partnership issues Operating Partnership units to
parties other than us, our Operating Partnership will pay the Adviser a management fee equal to 1.25% of the NAV of the Operating
Partnership attributable to such Class T, Class S, Class D, Class I, Class C and Class B Operating Partnership units not held by us per
annum payable monthly. We do not pay the Adviser a management fee with respect to the Class F shares or Class F units. In calculating
our management fee, we use our NAV before giving effect to accruals for the management fee, the performance participation allocation
described below, stockholder servicing fees or distributions payable on our shares. The management fee may be paid, at the Adviser’s
election, in cash, certain classes of our common shares and/or Operating Partnership units, or any combination thereof.
During the year ended December 31, 2024, we incurred annual management fees equal to 1.25% of NAV for the Class T shares, Class S
shares, Class D shares, Class I shares and Class C shares, totaling
$713.6 million
. During the year ended December 31, 2024, we issued
51.2 million
Operating Partnership units to the Adviser as payment for management fees. We also had a payable of
$56.4 million
related to
the management fees as of December 31, 2024. During January 2025, the Adviser was issued
4.1 million
Operating Partnership units as
payment for the management fees accrued as of December 31, 2024. The shares of our common stock and Operating Partnership units
issued to the Adviser for payment of the management fee were issued at the applicable NAV per share or unit at the end of each month for
which the fee was earned. The Adviser did not submit any repurchase requests for shares previously issued as payment for management
fees during the year ended December 31, 2024.
Performance Participation
So long as the Advisory Agreement has not been terminated (including by means of non-renewal), BREIT Special Limited Partner L.P. (the
“Special Limited Partner”), a wholly owned subsidiary of Blackstone, will hold a performance participation interest in the Operating
|
2025 Proxy Statement
|
19
|
Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 5%
Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined below). Such allocation will be measured on a calendar year
basis, made quarterly and accrued monthly. The performance participation interest is not paid on the Class F units.
Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to
a performance participation allocation as described above, calculated in respect of the portion of the year to date, less any performance
participation allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The performance participation
allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount
of Quarterly Allocations that year.
Specifically, the Special Limited Partner will be allocated a performance participation in an amount equal to:
■
First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward
Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner
equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to
this clause (this is commonly referred to as a “Catch-Up”); and
■
Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.
“Total Return” for any period since the end of the prior calendar year shall equal the sum of:
(i) all distributions accrued or paid (without duplication) on the Class T units, Class S units, Class D units, Class C units, Class I units and
Class B units (collectively, the "Performance Participation Units") of the Operating Partnership outstanding at the end of such period since
the beginning of the then-current calendar year plus
(ii) the change in aggregate NAV of such Performance Participation Units since the beginning of the year, before giving effect to (x) changes
resulting solely from the proceeds of issuances of Performance Participation Units, (y) any allocation/accrual to the performance
participation interest and (z) applicable stockholder servicing fee expenses (including any payments made to us for payment of such
expenses).
For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of Performance
Participation Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Performance
Participation Units.
“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the NAV
of the Performance Participation Units outstanding at the beginning of the then-current calendar year and all Performance Participation
Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or
paid (without duplication) on all such Performance Participation Units and all issuances of Performance Participation Units over the period
and calculated in accordance with recognized industry practices. The ending NAV of the Performance Participation Units used in calculating
the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and
applicable stockholder servicing fee expenses; provided, that the calculation of the Hurdle Amount for any period will exclude any
Performance Participation Units repurchased during such period, which units will be subject to the performance participation allocation upon
repurchase as described below.
Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be
carried forward to subsequent periods.
“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total
Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero
and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Performance
Participation Units repurchased during such year, which units will be subject to the performance participation allocation upon repurchase as
described below. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the
positive annual Total Return for purposes of the calculation of the Special Limited Partner’s performance participation. This is referred to as
a “High Water Mark.”
The Special Limited Partner will also be allocated a performance participation with respect to all Performance Participation Units that are
repurchased at the end of any month (in connection with repurchases of our shares in our share repurchase plan) in an amount calculated
as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such
unit repurchase will be reduced by the amount of any such performance participation allocation.
If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is
entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly
Allocations or year-end performance participation allocations in that calendar year will be reduced by an amount equal to such Quarterly
Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year
following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end performance
participation allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate
of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly
Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall
Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the
Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four
calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Operating Partnership the remaining Quarterly
Shortfall Obligation in cash.
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Distributions on the performance participation interest may be payable in cash, Class I units, Class C units, Class B units or Class F units
(collectively, "SLP Performance Units") at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such
distributions in SLP Performance Units, the Special Limited Partner may request the Operating Partnership to repurchase such Operating
Partnership units (including any units received in exchange for any SLP Performance Units) from the Special Limited Partner at a later date.
Any such repurchase requests will not be subject to the early repurchase deduction but will be subject to repurchase limits similar to those
that exist under our share repurchase plan. The Operating Partnership will repurchase any such Operating Partnership units for the
corresponding class of shares of our common stock or cash (at the Special Limited Partner’s election) unless our Board of Directors
determines that any such repurchase for cash would be prohibited by applicable law or the Operating Partnership’s partnership agreement,
in which case such Operating Partnership units will be repurchased for the corresponding class of shares of our common stock with an
equivalent aggregate NAV. The Operating Partnership will repurchase any such Class B units from the Special Limited Partner subject to
similar repurchase limits under the Company’s share repurchase plan.
For the year ended December 31, 2022, the full-year performance participation allocation was less than the previously distributed Quarterly
Allocations, resulting in a Quarterly Shortfall in the
amount
of
$74.9 million
(the “2022 Quarterly Shortfall”). The 2022 Quarterly Shortfall and
the related interest of
$4.8 million
was satisfied with the
$105.0 million
performance participation accrual for the three months ended
March 31, 2024, resulting in a net performance participation allocation payable of
$25.3 million
as of March 31, 2024. During the year ended
December 31, 2024, we issued
1.1 million
Class I Operating Partnership units, valued at
$15.4 million
, to the Special Limited Partner as
partial payment of the net performance participation allocation earned by the Special Limited Partner as of March 31, 2024. During the year
ended December 31, 2024, our Total Return did not exceed the year-to-date Hurdle Amount, resulting in a Quarterly Shortfall with respect to
the
$105.0 million
performance participation allocation recorded during the three months ended March 31, 2024 (the “2024 Quarterly
Shortfall”). As of December 31, 2024, the 2024 Quarterly Shortfall of
$105.0 million
, net of
$9.9 million
of the performance participation
allocation previously earned by the Special Limited Partner but not paid by us, is recorded as a receivable from the Special Limited Partner
and included as a component of Other Assets on our Consolidated Balance Sheets. During the year ended December 31, 2024, we accrued
interest income of
$1.0 million
related to the 2022 Quarterly Shortfall.
Expense Reimbursements
Under the Advisory Agreement, and subject to the limitations described below under the heading “Reimbursement by the Adviser,” our
Adviser is entitled to reimbursement of all costs and expenses incurred by it or its affiliates on our behalf; provided, that the Adviser is
responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to us pursuant to the
Advisory Agreement (including, without limitation, each of our executive officers and any directors who are also directors, officers or
employees of the Adviser or any of its affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of
employee benefit plans of such personnel, and costs of insurance with respect to such personnel. In addition to the organization and
offering costs described below, and without limiting the generality of the foregoing, costs eligible for reimbursement include out-of-pocket
costs and expenses the Adviser incurs in connection with the services it provides to us related to (1) the actual amount paid to third parties
for goods and services, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and
brokerage fees paid in connection with the purchase and sale of investments and securities or charitable donations, such as in connection
with our annual stockholder meetings, (2) expenses of managing and operating our properties, whether payable to an affiliate or a non-
affiliated person, and (3) out-of-pocket expenses in connection with the selection and acquisition of properties and real estate debt, whether
or not such investments are acquired. Such out-of-pocket costs and expenses also will include expenses relating to compliance-related
matters and regulatory filings relating to our activities (including, without limitation, expenses relating to requests for information,
examinations and inquiries or any regulatory proceedings against us, the Adviser, the Dealer Manager (as defined below) and any of their
respective affiliates, expenses relating to requests for information and inquiries from press or other news sources, expenses relating to the
preparation and filing of Form PF, Form ADV, reports to be filed with the CFTC, reports, disclosures, and/or other regulatory filings of the
Adviser and its affiliates relating to our activities (including our pro rata share of the costs of the Adviser and its affiliates of regulatory
expenses that relate to us and Other Blackstone Accounts (as defined below)).
The Adviser may retain, for and on our behalf, and at our sole cost and expense, such service providers as it deems necessary or advisable
in connection with our management and operations, which may include affiliates of the Adviser; provided, that any such services may only
be provided by affiliates to the extent such services are approved by a majority of our Board of Directors (including a majority of the
independent directors) not otherwise interested in such transactions as being fair and reasonable to us.
As of December 31, 2024,
we had an outstanding balance due to the Adviser of
$1.8 million
related to general corporate expenses provided
by unaffiliated third parties that the Adviser paid on our behalf. Such expenses are reimbursed by us to the Adviser in the ordinary course.
Organization and Offering Costs
We reimburse our Adviser for any organization and offering expenses associated with our public and private offerings, including our public
offering and offerings by feeder vehicles (which are primarily created to hold our shares and in turn offer interests in such feeder vehicles to
non-U.S. persons), that the Adviser incurs on our behalf (including organizational, legal, accounting, printing, mailing, subscription processing
and filing fees and expenses, expenses incurred in connection with the provision of administrative or similar services by intermediary
platforms or participating broker-dealers for their clients and reasonable bona fide due diligence expenses of participating broker-dealers
supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and
expenses of our transfer agent, formation, distribution, administrative, regulatory or similar expenses related to the management and
operation of feeder vehicles or related entities and expense reimbursements for actual costs incurred by employees of Blackstone Securities
Partners L.P., an affiliate of our Adviser (the “Dealer Manager”), in the performance of wholesaling activities, but excluding upfront selling
commissions, dealer manager fees and the stockholder servicing fee) as and when incurred. The Adviser currently pays wholesaling
compensation expenses and certain related expenses of persons associated with the Dealer Manager without reimbursement from us. After
the termination of a primary offering and again after termination of an offering under our distribution reinvestment plan, the Adviser has
agreed to reimburse us to the extent that the organization and offering expenses that we incur exceed 15% of our gross proceeds from the
applicable offering.
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During the fiscal year ended December 31, 2024, there were no new organization costs incurred on our behalf.
Term and Termination Rights under the Advisory Agreement
Our Advisory Agreement was most recently renewed on March 6, 2025 and has a one-year term expiring March 31, 2026, subject to further
renewals by our Board of Directors for an unlimited number of successive one-year periods. Our independent directors will evaluate
performance of the Adviser before renewing the Advisory Agreement. The Advisory Agreement may be terminated (1) immediately by us (i)
for “cause,” (ii) upon the bankruptcy of the Adviser or (iii) upon a material breach of the Advisory Agreement by the Adviser, (2) upon 60
days’ written notice by us without cause or penalty upon the vote of a majority of our independent directors or (3) upon 60 days’ written
notice by the Adviser. “Cause” is defined in the Advisory Agreement to mean fraud, criminal conduct, willful misconduct or willful or negligent
breach of fiduciary duty by the Adviser under the Advisory Agreement.
In the event the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee through the date of
termination. In addition, upon the termination or expiration of the Advisory Agreement, the Adviser will cooperate with us and take all
reasonable steps requested to assist our Board of Directors in making an orderly transition of the advisory function.
Reimbursement by the Adviser
The Adviser will reimburse us for any expenses that cause our “total operating expenses” in any four consecutive fiscal quarters to exceed
the greater of: (1) 2% of our “average invested assets” or (2) 25% of our “net income”.
Notwithstanding the foregoing, to the extent that our total operating expenses exceed these limits and the independent directors determine
that the excess expenses were justified based on unusual and nonrecurring factors that they deem sufficient, the Adviser would not be
required to reimburse us. Within 60 days after the end of any fiscal quarter for which our total operating expenses for the four consecutive
fiscal quarters then ended exceed these limits and our independent directors approve such excess amount, we will send our stockholders a
written disclosure of such fact, or will include such information in our next quarterly report on Form 10-Q or in a current report on Form 8-K
filed with the SEC, together with an explanation of the factors our independent directors considered in arriving at the conclusion that such
excess expenses were justified. In addition, our independent directors will review at least annually the total fees and expense
reimbursements for operating expenses paid to the Adviser and the Special Limited Partner to determine if they are reasonable in light of
our performance, our net assets and our net income and the fees and expenses of other comparable unaffiliated REITs. Each such
determination will be recorded in the minutes of a meeting of the independent directors.
For purposes of these limits, (1) “total operating expenses” are all costs and expenses paid or incurred by us, as determined under
generally accepted accounting principles, including the management fee and the performance participation, but excluding: (i) the expenses
of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and
other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and
listing of our capital stock, (ii) property-level expenses incurred at each property, (iii) interest payments, (iv) taxes, (v) non-cash
expenditures such as depreciation, amortization and bad debt reserves, (vi) incentive fees paid in compliance with our charter, (vii)
acquisition fees and acquisition expenses related to the selection and acquisition of assets, whether or not a property is actually acquired,
(viii) real estate commissions on the sale of property and (ix) other fees and expenses connected with the acquisition, disposition and
ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services,
maintenance, repair and improvement of property); (2) “average invested assets” means, for any period, the average of the aggregate book
value of our assets, invested, directly or indirectly, in equity interests in and loans secured by real estate, including all properties, mortgages
and real estate-related securities and consolidated and unconsolidated joint ventures or other partnerships, before deducting depreciation,
amortization, impairments, bad debt reserves or other non-cash reserves, computed by taking the average of such values at the end of
each month during such period; and (3) “net income” means, for any period, total revenues applicable to such period, less the total
expenses applicable to such period other than additions to, or allowances for, non-cash charges such as depreciation, amortization,
impairments and reserves for bad debt or other similar non-cash reserves. For the fiscal year ended December 31, 2024, our total operating
expenses were
0.6%
and
56.4%
of each of our average invested assets and our net income, respectively.
Independent Directors’ Review of Compensation
Our independent directors evaluate at least annually whether the compensation that we contract to pay to the Adviser is reasonable in
relation to the nature and quality of services performed and that such compensation is within the limits prescribed by our charter. Our
independent directors supervise the performance of the Adviser and the compensation we pay to it to determine that the provisions of the
Advisory Agreement are being carried out. This evaluation is based on the factors set forth below, as well as any other factors deemed
relevant by the independent directors:
■
the amount of fees paid to the Adviser in relation to the size, composition and performance of our investments;
■
the success of the Adviser in generating investments that meet our investment objectives;
■
rates charged to other externally advised REITs and other similar investment entities by advisors performing similar services;
■
additional revenues realized by the Adviser and its affiliates through their advisory relationship with us (including the performance
participation allocation paid to the Special Limited Partner);
■
the quality and extent of the services and advice furnished by the Adviser;
■
the performance of the assets, including income, conservation or appreciation of capital, frequency of problem investments and
competence in dealing with distress situations; and
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the quality of our portfolio in relationship to the investments generated by the Adviser for its own account.
In addition to the management fee, performance participation and expense reimbursements, we have agreed to indemnify and hold
harmless the Adviser and its affiliates performing services for us from specific claims and liabilities arising out of the performance of their
obligations under the Advisory Agreement, subject to certain limitations.
Dealer Manager Agreement
We entered into a Dealer Manager Agreement with the Dealer Manager pursuant to which the Dealer Manager agreed to, among other
things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of shares
of our common stock, which we refer to as “participating broker-dealers,” and financial advisors. The Dealer Manager also coordinates our
marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications
related to the terms of our public offering, our investment strategies,
material
aspects of our operations and subscription procedures. We
will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our shares. The
Dealer Manager is a registered broker-dealer affiliated with the Adviser.
Upfront Selling Commissions and Dealer Manager Fees
The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the
transaction price of each Class T share sold in our primary offering; however such amounts may vary at certain participating broker-dealers,
provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions
of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager may be entitled to receive
upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. No upfront selling
commissions or dealer manager fees are paid with respect to purchases of Class I shares or shares of any class sold pursuant to our
distribution reinvestment plan.
During the year ended December 31, 2024, we paid
$3.3 million
in upfront selling commissions and upfront dealer manager fees to the
Dealer Manager. The Dealer Manager has entered into agreements with participating broker-dealers distributing our shares in our primary
offering, and all of the upfront selling commissions and dealer manager fees were reallowed (paid) to, such participating broker-dealers. For
the fiscal year ended December 31, 2024, the costs of raising capital in our primary offering and our distribution reinvestment plan, which
represent all upfront selling commissions, upfront dealer manager fees, stockholder servicing fees and organization and offering costs
accrued by us during the year ended December 31, 2024, represented
8.0%
of the capital raised.
Stockholder Servicing Fees
Subject to FINRA limitations on underwriting compensation and certain other limitations described below, we pay the Dealer Manager
selling commissions over time as stockholder servicing fees (i) with respect to our outstanding Class T shares in an amount equal to 0.85%
per annum of the aggregate NAV of our outstanding Class T shares, consisting of a representative stockholder servicing fee of 0.65% per
annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV of our outstanding Class T shares; however, with
respect to Class T shares sold through certain participating broker-dealers, the representative stockholder servicing fee and the dealer
stockholder servicing fee may be other amounts; provided, that the sum of such fees will always equal 0.85% per annum of the NAV of such
shares, (ii) with respect to our outstanding Class S shares in an amount equal to 0.85% per annum of the aggregate NAV of our outstanding
Class S shares and (iii) with respect to our outstanding Class D shares in an amount equal to 0.25% per annum of the aggregate NAV of
our outstanding Class D shares. We do not pay a stockholder servicing fee with respect to our outstanding Class I shares, Class C shares
or Class F shares.
The stockholder servicing fees are paid monthly in arrears. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing
fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and
will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive them for failure to provide such services.
Because the stockholder servicing fees with respect to Class T shares, Class S shares and Class D shares are calculated based on the
aggregate NAV for all of the outstanding shares of each such class, they reduce the NAV with respect to all shares of each such class,
including shares issued under our distribution reinvestment plan.
We will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a
stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total
upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder
within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-
dealers, a lower limit as set forth in the applicable agreement between the Dealer Manager and a participating broker-dealer at the time
such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued
under our distribution reinvestment plan with respect thereto). At the end of such month, each such Class T share, Class S share or Class D
share will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share.
In addition, we will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares on the earlier to
occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other
disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of the registered offering in
which such shares were sold on which, in the aggregate, underwriting compensation from all sources in connection with such offering,
including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross
proceeds from such primary offering.
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During the fiscal year ended December 31, 2024, we paid
$177.1 million
in stockholder servicing fees to the Dealer Manager. As described
above, the Dealer Manager reallowed (paid) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing
broker-dealers for ongoing stockholder services performed by such broker-dealers.
Affiliate Service Agreements
We retain certain of the Adviser’s affiliates, from time to time, for services relating to our investments or our operations, which may include
accounting and audit services (including valuation support services), account management services, corporate secretarial services, data
management services, directorship services, information technology services, finance/budget services, human resources, judicial
processes, legal services, operational services, risk management services, tax services, treasury services, loan management services,
construction management services, property management services, leasing services, property, title and/or other types of insurance and
related services, transaction support services, transaction consulting services and other similar operational matters. We have adopted a
long-term incentive plan which we use to attract and retain qualified employees of certain of our portfolio entities and other affiliated service
providers. Our Operating Partnership or its subsidiary may also issue equity incentive compensation to certain employees of such affiliates
for services provided. Any compensation paid to the Adviser’s affiliates for any such services will not reduce the management fee or
performance participation allocation. Any such arrangements will be at or below market rates.
Blackstone-Affiliated Portfolio Entities
Portfolio entities of investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised, and/or
managed by Blackstone or its affiliates, whether currently in existence or subsequently established (in each case, including any related
successor funds, alternative vehicles, supplemental capital vehicles, surge funds, overflow funds, co-investment vehicles and other entities
formed in connection with Blackstone or its affiliates side-by-side or additional general partner investments with respect thereto) (“Other
Blackstone Accounts”) are and will be counterparties or participants in agreements, transactions and other arrangements with us for the
provision of goods and services, purchase and sale of assets and other matters. In addition, certain of our portfolio entities can be expected
to be counterparties or participants in agreements, transactions and other arrangements with Other Blackstone Accounts for the provision of
goods and services, purchase and sale of assets and other matters (including information sharing and/or consulting). These agreements,
transactions and other arrangements will involve payment of fees and other amounts, some of which compensation may be paid in
connection with unvested equity in Blackstone, Other Blackstone Accounts or portfolio entities (which may be in the form of public stock,
limited partnership interests or otherwise), none of which will result in any offset to the management fees we pay to the Adviser
notwithstanding that some of the services provided by such portfolio entity are similar in nature to the services provided by the Adviser. We
may engage Blackstone-affiliated portfolio entities or allow our portfolio entities to be engaged by Blackstone-affiliated entities only if a
majority of our Board of Directors, and a majority of the Affiliate Transaction Committee (which is composed of each of our independent
directors), not otherwise interested in the transaction approve the transaction as being fair and reasonable to us and on terms and
conditions no less favorable to us than those available from unaffiliated third parties.
We may engage portfolio entities of Other Blackstone Accounts and Other Blackstone Accounts may engage our portfolio entities to provide
some or all of the following services: (a) corporate support services (including, without limitation, accounts payable, accounting/audit (e.g.,
valuation support services), account management (e.g., treasury, customer due diligence), administrative support, insurance, procurement,
placement, brokerage, consulting, business intelligence and data science services, cash management and monitoring, consolidation,
corporate secretarial and executive assistant services, domiciliation, data management (e.g., gathering, processing, aggregating,
reconciling, and delivering relevant industry and asset class specific data), directorship services, entity dissolution process oversight,
finance/budgeting and forecasting, financing management, fundraising support, human resources and recruiting (e.g., the onboarding and
ongoing development of personnel), communications and public affairs, information and data security support, information technology and
software systems support (e.g., implementation of property technology strategy), corporate governance and entity management (e.g.,
liquidation, dissolution and/or otherwise end of term services), risk management and internal compliance/know-your-client reviews and
refreshes, investment incentive payment documentation and recordkeeping, judicial processes, legal/business/finance optimization and
innovation (e.g., legal invoice automation, legal document management and oversight, entity formation process standardization,
management / team design, and identification of business efficiencies), legal support (e.g., claims and litigation oversight management and
dispute resolution support, legal due diligence, environmental and engineering due diligence and post-closing support, fundraising and
investor reporting support, regulatory legal compliance, data privacy, lease and contract support (including drafting and reviewing NDAs),
management agreement review and negotiation, and human resources and employment related support including legal and compliance
training for personnel), lender financial reporting, lender relationship management (e.g., coordinating with lender on any ongoing obligations
under any relevant borrowing, indebtedness or other credit support (including, any required consultation with or reporting to such lender)),
mortgage servicing rights support services, environmental and/or sustainability due diligence support (e.g., review of property condition
reports and clean energy consumption), climate accounting services, sustainability program management services, engineering services,
services related to the sourcing, development and implementation of renewable energy, sustainability data collection and reporting services,
capital planning services, payroll and benefits support, procurement, reporting (e.g., on tax, debt, portfolio or other similar topics),
restructuring and work-out of performing, sub-performing and nonperforming loans, tax analysis and compliance (e.g., CIT and VAT
compliance), trademark management, transfer pricing and internal risk control, treasury, valuation support services, and vendor selection
(e.g., training, due diligence and management support)); (b) management services (including, without limitation, management by a portfolio
entity, Blackstone affiliate or third party (e.g., a third-party manager or operating partner) of operational services (including personnel),
operational coordination (e.g., coordination with JV partners, operating partners, and property managers), planning with respect to portfolio
composition (e.g., hold / sell analysis support), sustainability-related planning (e.g., data collection, review, support and execution), revenue
management support and portfolio and property reporting); (c) construction and project management services including, without limitation,
management of development projects, management of general contractors on capital projects, project design and execution, tenant
improvements, tenant space build-outs, turnkey services (such as end-to-end execution for real estate projects) and insurance support, and
vendor selection (including training, due diligence and management support)); (d) leasing services (including, without limitation, creating
and implementing standard forms, leasing strategy, incorporation of green leases, leasing dispute and litigation assistance, management of
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third-party brokers, negotiation of major leases, negotiation of leases, and; (e) property management services (including, without limitation,
property-level management, cleaning, energy consumption, security, revenue management, contract management, expense management,
capital expenditure projects, facility management, business plan execution, engineering, capital expenditure design and implementation,
reporting, provision of on-site staff, rent collection, service charge accounting and operation, marketing and advertising, tenant and guest
relations, maintenance of common space, selecting and engaging architects, contractors and other third parties involved in construction,
supervision of on-site third-party contractors (including facilities maintenance, cleaning, and security), and provision of retail managers to
oversee tenant merchandising, promotions, and inventory); and (f) transaction support services including, without limitation, assisting with
the appropriate transition of investments from acquisition to disposition, financing support which in turn includes identifying potential
investments (including development sites) and conducting and assisting with diligence and negotiation support during acquisition, site visits,
assembling relevant information, identifying potential financing opportunities or transactions including different transaction structures,
providing diligence and negotiation support during lender selection, loan document negotiation, loan closing process support, coordinating
with lenders, servicers, title companies, escrow agents, vendors, third-party report providers, deal teams and internal legal departments,
providing relationship management with brokers, banks and other potential sources of financing, preparing reporting packages (including
financial statements) for lender review, assisting with underwriting, preparing pitchbooks and other marketing materials, preparing project
feasibility analysis, coordinating with potential sources of capital and management, assisting with customer due diligence and related on-
boarding, financial support, pricing, market analyses, modelling, sensitivity analyses, tracking guaranty exposure and counterparty
exposure across financing platforms for investments, preparing reporting on liquidity and overall capital structure, ordering third-party
reports, coordinating design and development works (e.g., recommending and implementing design decisions for investments), coordinating
and supervising brokers, lawyers, accountants and other advisors, working with consultants and third parties to pursue entitlements and
licensing, marketing and distribution, providing technical analyses and review of (i) design and structural work, (ii) architectural, façade and
external finishes, (iii) certifications, (iv) operations and maintenance manuals and (v) statutory documents, in addition to managing bank
account opening as well as account maintenance and relationships with banking partners, providing transaction consulting, providing in-
house legal, sustainability and accounting and tax services, coordinating closing/post-closing procedures for acquisitions, dispositions,
financings, and other transactions and assembling all and any relevant information related to any of the foregoing.
We compensate these service providers and vendors owned by the Other Blackstone Accounts for services rendered to us, including
through promote or other incentive-based compensation payable to their management teams and other related parties. The incentive-based
compensation paid with respect to a portfolio entity or property will vary from the incentive based compensation paid with respect to other
portfolio entities and properties; as a result the management team or other related parties may have greater incentives with respect to
certain properties and portfolio entities relative to others, and the performance of certain properties and portfolio entities may provide
incentives to retain management that also service other properties and portfolio entities. Such service providers and vendors may charge
for certain goods and services at rates generally consistent with those available in the market for similar goods and services. The
discussion regarding the determination of market rates below applies equally in respect of the fees and expenses of the portfolio entity
service providers, if charged at rates generally consistent with those available in the market. Such service providers and vendors may also
pass through expenses for other services on a cost reimbursement, no-profit, revenue, purchase and sale price, capital spend, or break-
even basis, (even if third party customers or clients are charged on a different basis), which break-even point may occur over a period of
time such that such service provider or vendor may realize a profit in a given year which would be expected to be applied towards the costs
in subsequent period. In such cases, costs and expenses associated with goods and services provided by service providers and vendors
owned by Other Blackstone Accounts (including for the avoidance of doubt, all overhead associated with such service providers and
vendors owned by Other Blackstone Accounts) are allocated to us and/or the portfolio companies.
Such costs and expenses are expected to include any of the following: salaries, wages, benefits and travel expenses; marketing and
advertising fees and expenses; legal, compliance, accounting and other professional fees and disbursements; office space, furniture and
fixtures, and equipment; insurance premiums; technology expenditures, including hardware and software costs, and servicing costs and
upgrades related thereto; costs to engage recruitment firms to hire employees; diligence expenses; one-time costs, including costs related
to building-out, expanding and winding-down a portfolio property costs that are of a limited duration or non-recurring (such as startup or
technology buildup costs, one-time technology and systems implementation costs, employee recruiting and onboarding, ongoing training
and severance payments, certain consulting fees and legal costs and IPO-readiness and other infrastructure costs); related tax costs and/or
liabilities determined by Blackstone based on applicable marginal tax rates; and other operating, establishment, expansion and capital
expenditures (including financing and interest thereon). Any of the foregoing costs, although allocated in a particular period, will, in certain
circumstances, relate to activities occurring outside the period (including in prior periods, such as where any such costs are amortized over
an extended period), and therefore we could pay more than our pro rata portion of fees for services. In addition, in certain circumstances,
Blackstone also relies on the management team of a portfolio entity with respect to the determination of costs and expenses and allocation
thereof and does not oversee or participate in such determinations or allocations. Moreover, to the extent a portfolio entity uses an allocated
cost model with respect to fees, costs and expenses, such fees, costs and expenses are typically estimated and/or accrued quarterly (or on
another regular periodic basis) but not finalized until year-end and as a result, such year-end true-up is subject to fluctuation and increases
such that for a given year, the year-end cumulative amount with respect to fees, costs and expenses may be greater than the sum of the
quarterly estimates (or other periodic estimates where applicable) and/or accruals and therefore we could bear more fees, costs and
expenses at year-end than had been anticipated throughout the year. The allocation of costs and expenses (including for the avoidance of
doubt overhead) among the entities and assets to which services are provided can be expected to be based on any of a number of different
methodologies, including, without limitation, on the basis of “cost” as described above, “revenue”, “time-allocation”, “per unit”, “spend,”
“number of units,” “per square footage” or “fixed percentage,” gross asset value or sale price and the particular methodology used to
allocate such costs among the entities and assets to which services are provided is expected to vary depending on the types of services
provided and the applicable asset class involved and could, in certain circumstances, change from one period to another. There can be no
assurance that a different manner of allocation would result in our bearing less or more costs and expenses. In addition, a portfolio entity
that passes through costs and expenses on a cost reimbursement, no-profit or break-even basis may, in certain circumstances, change its
allocation methodology, for example, another methodology for the allocation of costs and expenses (including for the avoidance of doubt all
overhead) described herein or otherwise, to charging a flat fee for a particular service or instance (or vice versa) or to a contractually
determined rate or cost that is generally consistent with those available in the market for similar goods and services described herein (or
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vice-versa) and such changes may increase or reduce the amounts received by such portfolio entities for the same services. A service
provider may subcontract certain of its responsibilities to other portfolio entities. In such circumstances, the relevant subcontractor could
invoice the portfolio entity for fees (or in the case of a cost reimbursement arrangement, for allocable costs and expenses) in respect of the
services provided by the subcontractor. The portfolio entity, if charging on a cost reimbursement, no-profit or break-even basis, would in turn
allocate those costs and expenses as it allocates other fees and expenses as described above. Similarly, Other Blackstone Accounts, their
portfolio entities and Blackstone may engage our portfolio entities, including QTS Realty Trust, Home Partners of America, American
Campus Communities, April Housing and any of our future portfolio entities, to provide services, and these portfolio entities will generally
charge for services in the same manner described above, but we generally will not be reimbursed for any costs (such as startup costs)
relating to such portfolio entity incurred prior to such engagement.
We, Other Blackstone Accounts and their affiliates are expected to enter into joint ventures with third parties to which the service providers
and vendors described above will provide services. In some of these cases, the joint venture partner may negotiate to not pay its pro rata
share of fees, costs and expenses to be allocated as described above, in which case we, Other Blackstone Accounts and their affiliates that
also use the services of the portfolio entity service provider will, directly or indirectly, pay the difference, or the portfolio entity service
provider will bear a loss equal to the difference. Moreover, in certain circumstances, the joint venture partner may be allocated fees, costs
and expenses pursuant to a different methodology than a portfolio entity’s standard allocation methodology, which could result in us or the
portfolio entities being allocated more fees, costs and expenses than we or they would otherwise be allocated solely pursuant to such
standard allocation methodology. Portfolio entity service providers described in this section are generally owned and controlled by one or
more Blackstone funds such as Other Blackstone Accounts. In certain instances, a similar company could be owned or controlled by
Blackstone directly. Service providers described in this section are generally owned and controlled by a Blackstone fund, such as the Other
Blackstone Accounts.
Blackstone has a general practice of not entering into any arrangements with advisors, vendors or service providers that provide lower rates
or discounts to Blackstone itself compared to those available to us for the same services. However, legal fees for unconsummated
transactions are often charged at a discounted rate, such that if we consummate a higher percentage of transactions with a particular law
firm than Blackstone, Other Blackstone Accounts and their affiliates, we could indirectly pay a higher net effective rate for the services of
that law firm than Blackstone or Other Blackstone Accounts or their affiliates. Also, advisors, vendors and service providers often charge
different rates or have different arrangements for different types of services. For example, advisors, vendors and service providers often
charge fees based on the complexity of the matter as well as the expertise and time required to handle it. Therefore, to the extent the types
of services used by us are different from those used by Blackstone, Other Blackstone Accounts and their affiliates and personnel, we can be
expected to pay different amounts or rates than those paid by such other persons. Similarly, Blackstone, the Other Blackstone Accounts and
their affiliates and we can be expected to enter into agreements or other arrangements with vendors and other similar counterparties
(whether such counterparties are affiliated or unaffiliated with Blackstone) from time to time whereby such counterparty will, in certain
circumstances, charge lower rates (or no fee) or provide discounts or rebates for such counterparty’s products or services depending on the
volume of transactions in the aggregate or other factors.
We have engaged BRE Hotels & Resorts LLC (“BRE Hotels & Resorts”) for certain of our hospitality properties, EQ Management, LLC
(“EQ”) for certain of our office properties, LivCor, LLC (“LivCor”) for certain of our multifamily properties, ShopCore Properties TRS
Management LLC (“ShopCore”) for certain of our retail properties, Link Logistics Real Estate Holdco LLC (“Link”) for certain of our logistics
properties, BPP MFNY Employer LLC (“Beam Living”) for certain of our multifamily properties in New York City and Longview Senior
Housing, LLC (“Longview Senior Housing”) for certain of our senior housing properties. Each of these companies is a portfolio entity
controlled or owned by Blackstone-advised investment vehicles.
We have engaged Revantage Corporate Services, LLC (“Revantage”), a portfolio entity owned by Blackstone-advised investment vehicles,
to provide, as applicable, corporate support services (including, without limitation, accounting, legal, tax, treasury, valuation support,
information technology and data management services), and transaction support services to certain of our investments directly.
Affiliate service provider expenses and incentive compensation awards are included as a component of Rental Property Operating and
Hospitality Operating expense, as applicable, in our Consolidated Statements of Operations. Transaction support service fees were
capitalized to Investments in Real Estate on our Consolidated Balance Sheets. Neither Blackstone nor the Adviser receives any fees from
these arrangements.
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Blackstone Real Estate Income Trust
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The following table details the amounts incurred for affiliate service providers ($ in thousands):
|
Year Ended December 31, 2024
|
|||||
|
Affiliate Service Provider
Expenses
|
Amortization of Affiliate
Service Provider
Incentive Compensation
Awards
|
Capitalized Transaction
Support Services
|
|||
|
Link
|
$
118,362
|
$
22,001
|
$
14,486
|
||
|
LivCor
|
101,802
|
18,888
|
10,176
|
||
|
ShopCore
|
35,123
|
316
|
2,756
|
||
|
Revantage
|
26,835
|
4,901
|
—
|
||
|
BRE Hotels & Resorts
|
12,007
|
1,114
|
—
|
||
|
EQ
|
5,895
|
274
|
82
|
||
|
Beam Living
|
3,124
|
418
|
—
|
||
|
Longview Senior Housing
|
1,206
|
—
|
—
|
||
|
Total
|
$
304,354
|
$
47,912
|
$
27,500
|
||
Securities Authorized for Issuance Under Equity Compensation Plans
As noted above, we issue incentive compensation awards to certain employees of portfolio entity service providers. Such awards vest over
the life of the awards and stock-based compensation expense is recognized for these awards on a graded vesting attribution method over
the applicable vesting period of each award, based on the value of the awards on their grant date, as adjusted for forfeitures. The awards
are subject to service periods ranging from three to four years. The vesting conditions that are based on us achieving certain returns, or
other key performance metrics, over a stated hurdle amount are considered market conditions. The achievement of returns, or other key
performance metrics, over the stated hurdle amounts, which affect the quantity of awards that vest, is considered a performance condition.
If we determine it is probable that the performance conditions will be met, the value of the award will be amortized over the service periods,
as adjusted for forfeitures. The number of awards expected to vest is evaluated each reporting period and compensation expense is
recognized for those awards for which achievement of the performance criteria is considered probable. As of December 31, 2024, we have
determined it is probable that the performance condition will be met for certain awards and have amortized the value of such awards over
the applicable service period. None of Blackstone, the Adviser, or the affiliate portfolio entity service providers receive any incentive
compensation from the aforementioned arrangements.
The following table details the incentive compensation awards ($ in thousands):
|
December 31,
2023
|
For the Year Ended December 31, 2024
|
December 31,
2024
|
||||||||||
|
Plan Year
|
Unrecognized
Compensation
Cost
|
Forfeiture of
Unvested
Awards
|
Value of
Awards
Issued
|
Amortization
of
Compensation
Cost
|
Unrecognize
d
Compensatio
n Cost
|
Remaining
Amortization
Period
|
||||||
|
2021
|
$
10,872
|
$
—
|
$
—
|
$
(10,872)
|
$
—
|
—
|
||||||
|
2022
|
18,825
|
(5,090)
|
—
|
(5,949)
|
7,786
|
1.0 year
|
||||||
|
2023
|
36,637
|
(10,937)
|
—
|
(11,027)
|
14,673
|
1.8 years
|
||||||
|
2024
|
—
|
—
|
60,359
|
(20,064)
|
40,295
|
2.4 years
|
||||||
|
66,334
|
(16,027)
|
60,359
|
(47,912)
|
62,754
|
||||||||
As of December 31, 2024, we had a receivable of
$52.8 million
from certain portfolio companies owned by Blackstone-advised investment
vehicles related to the prepayment of certain corporate service fees and incentive compensation awards. Such amount is included in Other
Assets on our Consolidated Balance Sheets.
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The following table details the incentive compensation awards issued and remaining available as of December 31, 2024.
|
Plan category
|
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
(c)
Number of securities
remaining available for
future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
|||||||
|
Equity compensation plans
approved by security holders
|
N/A
|
N/A
|
N/A
|
||||||||
|
Equity compensation plans not
approved by security holders
|
—
|
—
|
10,065,896
|
||||||||
|
Total
|
—
|
—
|
10,065,896
|
||||||||
Blackstone-Affiliated Service Providers
In addition to the service providers (including portfolio entity service providers) and vendors described above, we will engage in transactions
with one or more businesses that are owned or controlled by Blackstone directly, not through one of its funds, including the businesses
described below. These businesses will, in certain circumstances, also enter into transactions with other counterparties of ours, portfolio
entities as well as service providers and vendors. Blackstone could benefit from these transactions and activities through current income
and creation of enterprise value in these businesses. No fees charged by these service providers and vendors will offset or reduce the
Adviser’s management fees. Furthermore, Blackstone, the Other Blackstone Accounts and their affiliates and related parties will use the
services of these Blackstone affiliates, including at different rates. Although Blackstone believes the services provided by its affiliates are
equal to or better than those of third parties, Blackstone directly benefits from the engagement of these affiliates, and there is therefore an
inherent conflict of interest.
Blackstone-affiliated service providers and vendors, include, without limitation:
LNLS. Lexington National Land Services (“LNLS”) is a Blackstone affiliate that (i) acts as a title agent in facilitating and issuing title
insurance, (ii) provides title support services for title insurance underwriters, (iii) in certain circumstances, provides courtesy title settlement
services, and (iv) acts as escrow agent in connection with investments by us, Other Blackstone Accounts and their affiliates and related
parties, and third parties, including, in certain cases, Blackstone's borrowers. In exchange for such services LNLS earns fees, which would
have otherwise been paid to third parties. If LNLS is involved in a transaction in which we participate, and to the extent the transaction
circumstances allow, as determined by Blackstone in its sole discretion, Blackstone will benchmark relevant costs (including on a portfolio-
wide basis in certain cases) unless market data is unavailable in the context of such transaction or is impractical or unduly burdensome to
obtain or when LNLS is providing such services in a state where the insurance premium or escrow fee, as applicable, is regulated by the
state or when LNLS is part of a syndicate of title insurance companies where the insurance premium is negotiated by other title insurance
underwriters or their agents on an arm’s-length basis. Such benchmarking, where conducted, will assess where LNLS rates are within a
range that Blackstone has determined is reflective of a title agency rates in the applicable and comparable markets. LNLS rates will not
necessarily be equal to or lower than the median within such range. During the fiscal year ended December 31, 2024, we paid LNLS
$26.5 million
for title services related to certain investments.
Certain Blackstone-affiliated service providers and their respective personnel will receive a management promote, an incentive fee and
other performance-based compensation in respect of our investments, which fees and compensation are expected to be substantial in some
cases and in the form of shares of our common stock. Furthermore, Blackstone-affiliated service providers can be expected to charge costs
and expenses based on allocable overhead associated with personnel working on relevant matters (including salaries, benefits and other
similar expenses), provided that these amounts will not exceed market rates as determined to be appropriate under the circumstances. We
may engage Blackstone-affiliated service providers only if a majority of our Board of Directors, and a majority of the Affiliate Transaction
Committee (which is composed of each of our independent directors), not otherwise interested in the transaction approve the transaction as
being fair and reasonable to us and on terms and conditions no less favorable to us than those available from unaffiliated third parties.
The Adviser and its affiliates, except in those instances where a market comparable cannot be determined, will make determinations of
certain market rates (i.e., rates that fall within a range that the Adviser and its affiliates has determined is reflective of rates in the applicable
market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms and in certain
circumstances, is expected to be in the top of the range) based on its consideration of a number of factors, which are generally expected to
include the experience of the Adviser and its affiliates with non-affiliated service providers as well as benchmarking data and other
methodologies determined by the Adviser and its affiliates to be appropriate under the circumstances. In respect of benchmarking, while
Blackstone often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by
Blackstone affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons,
including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke
nature of such services (e.g., within property management services, different assets may receive different property management services).
In addition, benchmarking data is based on general market and broad industry overviews, rather than determined on an asset-by-asset
basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then owned or to be acquired
(such as location or size), or the particular characteristics of services provided. Further, it could be difficult to identify comparable third-party
service providers that provide services of a similar scope and scale as the Blackstone-affiliated service providers that are the subject of the
benchmarking analysis. For these reasons, such market comparisons may not result in precise market terms for comparable services.
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Blackstone Real Estate Income Trust
|
Expenses to obtain benchmarking data will be borne by us or by Other Blackstone Accounts and will not offset the management fee we pay
to the Adviser. Finally, in certain circumstances, the Adviser can be expected to determine that third-party benchmarking is unnecessary,
including in circumstances where the price for a particular good or service is mandated by law (e.g., title insurance in rate-regulated states)
or because Blackstone has access to adequate market data (including from third-party clients of the Blackstone-affiliated service provider
that is the subject of the benchmarking analysis) to make the determination without reference to third-party benchmarking. For example, in
certain circumstances a Blackstone-affiliated service provider or a portfolio entity service provider could provide services to third parties, in
which case if the rates charged to such third parties are consistent with the rates charged to us, Other Blackstone Accounts and their
respective portfolio entities, then a separate benchmarking analysis of such rates is not expected to be prepared. Some of the services
performed by Blackstone-affiliated service providers could also be performed by our sponsor from time to time and vice versa. Fees paid by
us to Blackstone-affiliated service providers do not offset or reduce the management fee we pay to the Adviser and are not otherwise
shared with us.
On July 28, 2020, we became a member of a captive insurance company (the “Captive”) owned by us and other investment vehicles
managed by Blackstone. A Blackstone affiliate provides oversight and advisory services to the Captive and receives fees based on a
percentage of premiums paid for such policies. The fees and expenses of the Captive, including insurance premiums and fees paid to the
Blackstone affiliate to manage it, are borne by the Company and the other Blackstone-managed investment vehicles pro rata based on
insurance premiums paid for each party’s respective properties.
During the year ended December 31, 2024, we contributed
$124.6 million
of capital to the Captive for premiums and our pro rata share of
other expenses. Of this amount,
$2.4 million
was attributable to the fee paid to a Blackstone affiliate to provide oversight and management
services to the Captive. The capital contributed and fees paid to the Captive are in lieu of insurance premiums and fees that would
otherwise to be paid to third-party insurance companies.
Internal Audit Services
During the year ended December 31, 2024, we engaged an affiliate of our Adviser to perform certain internal audit and compliance
functions. As of December 31, 2024, we had incurred
$75,000
of fees for such services.
Credit Agreement with Blackstone
We are party to an unsecured, uncommitted line of credit up to a maximum amount of
$75.0 million
with Blackstone Holdings Finance Co.
L.L.C. (“Lender”), an affiliate of Blackstone. The line of credit expires on January 24, 2026 and may be extended for up to 12 months
subject to Lender approval. The interest rate is the then-current rate offered by a third-party lender, or, if no such rate is available, SOFR
rate plus 2.50%. Each advance under the line of credit is repayable on the earliest of (i) the expiration of the line of credit, (ii) Lender’s
demand and (iii) the date on which the Adviser no longer acts as the Company’s external manager; provided, that the Company will have
180 days to make such repayment in the cases of clauses (i) and (ii) and 45 days to make such repayment in the case of clause (iii). During
the year ended December 31, 2024, we did not draw from the line of credit. As of December 31, 2024, there was
no
outstanding balance
under the line of credit.
Trademark License Agreement
On August 31, 2016, we entered into a Trademark License Agreement (the “Trademark License Agreement”) with an affiliate of Blackstone,
pursuant to which it has granted us a fully paid-up, royalty-free, non-exclusive, non-transferable license to use the names “Blackstone Real
Estate Income Trust, Inc.,” “BREIT” or “Blackstone Operating Partnership L.P.” Under the Trademark License Agreement, we have a right to
use these names for so long as the Adviser (or another affiliate of Blackstone that serves as the licensor) serves as the Adviser (or another
managing entity) and the Adviser remains an affiliate of the licensor under the Trademark License Agreement. We do not make any
payments under the Trademark License Agreement.
Real Estate Debt
As of December 31, 2024, our investments in real estate debt included commercial mortgage-backed securities ("CMBS") with a total fair
value of
$0.7 billion
collateralized by properties owned by Blackstone-advised investment vehicles. Each investment in such CMBS by
Blackstone and its affiliates (including us) represented a minority participation in any individual tranche. We acquired our minority
participation interests from third-party investment banks on market terms negotiated by the majority third-party investors. Blackstone and its
affiliates (including us) will forgo all non-economic rights (including voting rights) in such CMBS as long as the Blackstone-advised
investment vehicles either own the properties collateralizing, or the loans underlying, or have an interest in a different part of the capital
structure related to such CMBS. For the year ended December 31, 2024, we recorded income of
$119.6 million
related to our investments in
such CMBS. For the year ended December 31, 2024, we sold
$0.3 billion
of such CMBS.
As of December 31, 2024, our investments in real estate debt included loans with a total fair value of
$0.4 billion
to borrowers owned by
Blackstone-advised investment vehicles. Each investment in such loans by Blackstone and its affiliates (including us) represented a
minority participation in any individual loan. We acquired our minority interests either from third-party investors in the secondary market or
from third-party investment banks on market terms negotiated by the majority third-party investors. Blackstone and its affiliates (including
us) will forgo all non-economic rights (including voting rights) in such loans as long as the Blackstone-advised investment vehicles either
own the properties collateralizing or the loans underlying, or have an interest in a different part of the capital structure related to such
properties. For the year ended December 31, 2024, we recorded income of
$40.7 million
related to our investments in such loans.
In addition, we previously acquired a minority participation in a loan to a borrower owned by Blackstone-advised investment vehicles for
€300 million, and in January 2024, as part of an extension for financing for loan secured by assets owned by such Blackstone-advised
vehicles, we agreed to the restructuring of the loan and subsequent sale of part of the loan to a borrower owned by Blackstone-advised
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29
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investment vehicles for $111.0 million. The pricing and terms were negotiated by the third-party lender, and we participated on the same
terms. This transaction closed in the first quarter of 2024.
Real Estate Transactions
In March 2024, we disposed of our approximately 12.0% interest in a cell tower platform to third-party investors and Blackstone-advised
investment vehicles for $692 million, excluding transaction costs.
In January 2024, in a partnership alongside a Blackstone-advised investment vehicle, we participated in the acquisition of a Canadian
public company that primarily invests in multifamily and single-family rental assets. We made an initial investment in such company in 2020
in the form of exchangeable preferred equity and participated in the take-private transaction to maintain our approximately 11% ownership
stake. In connection with the acquisition, we entered into a support agreement whereby we agreed to exchange certain of our preferred
equity into common shares and vote in favor of the transaction.
During the year ended December 31, 2024, we also entered into a joint venture with a Blackstone-advised investment vehicle to acquire
certain net lease real estate investments. The aggregate value of our equity in such investment was $1.3 million, excluding startup costs,
and our ownership percentage in this joint venture is 25%. As of December 31, 2024, the joint venture has not made any investments.
During the year ended December 31, 2024, we disposed of 51 properties alongside other Blackstone-advised investment vehicles for a total
sale price of approximately $0.9 billion (at BREIT share). These transactions were conducted as either single or joint transactions alongside
other Blackstone-advised investment vehicles and the terms for us and the other Blackstone-advised investment vehicles were substantially
similar and the prices of each property were negotiated with a third-party buyer. A portion of these dispositions were structured as combined
portfolio transactions where we and one or more other Blackstone advised investment vehicles were disposing of like-kind assets to a single
buyer.
Indemnification Agreements with Directors and Officers
We have entered into indemnification agreements with each of our directors and officers. We refer to such indemnification agreements as
“Indemnification Agreements” and our directors and officers party thereto as “Indemnitees.” The Indemnification Agreements provide that we
will, subject to certain limitations and exceptions, indemnify, to the fullest extent permitted under Maryland law, and advance expenses to,
each Indemnitee, in connection with (among other things) the Indemnitee’s capacity as a director, officer, employee or agent of the
Company. This obligation includes, subject to certain terms and conditions, indemnification for any expenses (including reasonable
attorneys’ fees), judgments, fines, penalties and settlement amounts actually and reasonably incurred by the Indemnitee in connection with
any threatened or pending action, suit or proceeding. In certain instances, we may be required to advance such expenses, in which case,
the Indemnitee will be obligated to reimburse us for the amounts advanced if it is later determined that the Indemnitee is not entitled to
indemnification for such expenses.
Conflicts of Interest with the Adviser and its Affiliates
We are subject to conflicts of interest arising out of our relationship with Blackstone, including the Adviser and its affiliates. Blackstone has
three directors that serve on our Board of Directors and our Chief Executive Officer, Chief Financial Officer, and our other executive officers
are also executives of Blackstone and/or one or more of its affiliates. There is no guarantee that the policies and procedures adopted by us,
the terms of our charter, the terms and conditions of the Advisory Agreement or the policies and procedures adopted by the Adviser,
Blackstone and their affiliates, will enable us to identify, adequately address or mitigate these conflicts of interest. Notwithstanding the
foregoing, we believe our directors and officers and the Adviser’s personnel will devote a sufficient amount of time to our business to fulfill
their responsibilities to us. Transactions between us and the Adviser or its affiliates are subject to approval by our Affiliate Transaction
Committee.
Some examples of conflicts of interest that may arise by virtue of our relationship with the Adviser and Blackstone include:
■
Broad and Wide-Ranging Activities
. The Adviser, Blackstone and their affiliates engage in a broad spectrum of activities, including a
broad range of activities relating to investments in the real estate industry, and have invested or committed billions of dollars in capital
through various investment funds, managed accounts and other vehicles affiliated with Blackstone. In the ordinary course of their
business activities, the Adviser, Blackstone and their affiliates may engage in activities where the interests of certain divisions of
Blackstone and its affiliates, including the Adviser, or the interests of their clients may conflict with the interests of our stockholders.
Certain of these divisions and entities affiliated with the Adviser have or may have investment objectives or guidelines similar to our
investment guidelines and therefore may compete with us. In particular, Blackstone Real Estate invests in a broad range of real estate
and real estate debt investments via numerous different investment funds, managed accounts and other vehicles.
■
Blackstone’s Policies and Procedures
. Blackstone has implemented policies and procedures to address conflicts that arise as a result
of its various activities, as well as regulatory and other legal considerations. Because Blackstone has many different asset management
and advisory businesses, including private equity, growth equity, a credit business, a hedge fund business, a capital markets group, a life
sciences business and a real estate advisory business, it is subject to a number of actual and potential conflicts of interest, greater
regulatory oversight and more legal and contractual restrictions than it would otherwise be subject to if it had just one line of business. In
addressing these conflicts and regulatory, legal and contractual requirements across its various businesses and to protect against the
inappropriate sharing and/or use of information between Blackstone Real Estate and the other business units at Blackstone, Blackstone
has implemented certain policies and procedures (e.g., Blackstone’s information wall policy) regarding the sharing of information which
have the potential to reduce the positive synergies and collaborations that the Adviser could otherwise expect to utilize for purposes of
identifying, pursuing and managing attractive investments. For example, Blackstone will from time to time come into possession of
material nonpublic information with respect to companies in which Other Blackstone Accounts may be considering making an investment
or companies that are clients of Blackstone. As a consequence, that information, which could be of benefit to the Company, might
|
30
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Blackstone Real Estate Income Trust
|
become restricted to those other respective businesses and otherwise be unavailable to the Company. However, certain business units
will have access to form documents used by other business units; for example, when providing “seller financing” in connection with a
sale, we may utilize form debt or credit agreements utilized or created by Other Blackstone Accounts with a strategy that focuses on debt
investments and vice versa. There can be no assurance, however, that any such policies and/or procedures will be effective in
accomplishing their stated purpose and/or that they will not otherwise adversely affect the ability of the Company to effectively achieve
its investment objective by unduly limiting the investment flexibility of the Company and/or the flow of otherwise appropriate information
between the Adviser and other business units at Blackstone. For example, in some instances, personnel of Blackstone would be unable
to assist with the activities of the Company as a result of these walls. There can be no assurance that additional restrictions will not be
imposed that would further limit the ability of Blackstone to share information internally. In addition, due to these restrictions, in some
instances, the Company may not be able to initiate a transaction that it otherwise might have initiated and may not be able to purchase
or sell an investment that it otherwise might have purchased or sold, which could negatively affect its operations.
In addition, to the extent that Blackstone is in possession of material nonpublic information or is otherwise restricted from trading in
certain securities, the Company and the Adviser may also be deemed to be in possession of such information or be otherwise restricted.
Additionally, the terms of confidentiality or other agreements with or related to companies in which any investment vehicle advised by
Blackstone has made or has considered making an investment or which is otherwise a client of Blackstone will from time to time restrict
or otherwise limit the ability of the Company and their affiliates to make investments in or otherwise engage in businesses or activities
competitive with such companies. Blackstone reserves the right to enter into one or more strategic relationships in certain regions or with
respect to certain types of investments that, although intended to provide greater opportunities for the Company, may require the
Company to share such opportunities or otherwise limit the amount of an opportunity the Company can otherwise take.
■
Allocation of Investment Opportunities
. Certain inherent conflicts of interest arise from the fact that Blackstone and its affiliates,
including the Adviser, will provide investment management and other services to us and to other persons or entities, whether or not the
investment objectives or guidelines of any such other person or entity are similar to ours, including, without limitation, the sponsoring,
closing and/or managing of Other Blackstone Accounts. In particular, there will be overlap of real estate and real estate debt investment
opportunities with certain Other Blackstone Accounts that are actively investing and similar overlap with future Other Blackstone
Accounts. This overlap will from time to time create conflicts of interest. Additionally, in certain circumstances investment opportunities
suitable for us will not be presented to us and there will be investment opportunities where our participation is restricted.
With respect to Other Blackstone Accounts with investment objectives or guidelines that overlap with ours but that do not have priority
over us (including the Private Core+ Accounts), investment opportunities are allocated among us and one or more Other Blackstone
Accounts in accordance with our sponsor’s prevailing policies and procedures on a basis that the Adviser and its affiliates believe to be
fair and reasonable in their sole discretion, which may be pro rata based on relative available capital, subject to the following
considerations: (i) consistency with any applicable investment objectives or focus of ours and such Other Blackstone Accounts (which,
for us, includes our primary objective of providing attractive current income in the form of regular, stable cash distributions), (ii) any
investment limitations, parameters or contractual provisions of ours and such Other Blackstone Accounts (e.g., a joint venture between
us and an Other Blackstone Account must be on substantially similar terms), (iii) the sector, geography/location, expected return profile,
expected distribution rates, anticipated cash flows, expected stability or volatility of cash flows, leverage profile, risk profile, and other
features of the applicable investment opportunity and its impact on portfolio concentration and diversification, (including, but not limited
to, (A) allocations necessary for us or Other Blackstone Accounts to maintain a particular concentration in a certain type of investment
(e.g., if an Other Blackstone Account follows a liquid strategy pursuant to which it sells a type of investment more or less frequently than
us and we or such Other Blackstone Account needs a non pro rata additional allocation to maintain a particular concentration in that type
of investment) and (B) whether a particular fund already has its desired exposure to the investment, sector, industry, geographic region
or markets in question), (iv) maintaining structuring and financing flexibility for shared investments (which can result in sharing an
investment opportunity equally to the extent each party has sufficient available capital to do so), (v) avoiding allocation that could result
in de minimis or odd lot investments, or allocating to a single vehicle when investments are smaller in size and (vi) legal, tax, accounting,
regulatory and other considerations deemed relevant by the Adviser and its affiliates (including, without limitation, maintaining our
qualification as a REIT and our status as a non-investment company exempt from the Investment Company Act of 1940, as amended).
Currently, Private Core+ Accounts invest in “Core+” real estate and real estate-related assets in the United States and Canada (which
are generally substantially stabilized assets generating relatively stable cash flow), with a focus on office, multifamily, industrial, retail
and life sciences assets in major cities and markets across the United States and Canada. To the extent an investment is determined by
Blackstone to satisfy the investment objectives of us and the Private Core+ Accounts, such investment will be generally allocated in
accordance with Blackstone’s prevailing policies and procedures described above. Certain Other Blackstone Accounts also invest in real
estate debt with investment objectives or guidelines that overlap with ours but do not have priority over us. To the extent an investment is
determined by Blackstone to satisfy the investment objectives of us and such Other Blackstone Accounts, such investment will be
allocated in accordance with Blackstone’s prevailing policies and procedures described above.
Furthermore, the Select Opportunistic Blackstone Accounts invest in “opportunistic” real estate and real estate-related assets globally
(which often are undermanaged assets and with higher potential for equity appreciation) and have priority over us with respect to such
investment opportunities and select investments (e.g., certain core+ life sciences investments, private real estate loans, European and
infrastructure investments) will be first offered to certain Other Blackstone Accounts (which we generally expect to have investment
strategies distinct from ours but can overlap to some extent). Other Blackstone Accounts having priority over us will result in fewer
investment opportunities being made available to us.
The Adviser and its affiliates calculate available capital, weigh the factors described above (which will not be weighted equally) and make
other investment allocation decisions in accordance with their prevailing policies and procedures in their sole discretion, taking into
account a variety of considerations, which may include, without limitation, net asset value, any actual or anticipated allocations, expected
future fundraising and uses of capital, expected investor and other third-party co-investment allocation (i.e., when additional capital is
raised alongside a private fund for a single investment) of Other Blackstone Accounts, applicable investment guidelines, excuse rights
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and investor preferences, any or all reserves, vehicle sizes and stage of investment operations (e.g., early in a vehicle’s investment
operations, the vehicle may receive larger allocations than it otherwise would in connection with launching and ramping up), targeted
amounts of securities as determined by the Adviser and its affiliates, geographic limitations and actual or anticipated capital needs or
other factors determined by the Adviser and its affiliates. Preliminary investment allocation decisions will generally be made on or prior to
the time we and such Other Blackstone Accounts commit to make the investment (which in many cases is when the purchase agreement
(or equivalent) in respect of such investment opportunity is signed), and are expected to be updated from time to time prior to the time of
consummation of the investment (including after deposits are made thereon) due to changes in the factors that Blackstone considers in
making investment allocations among us and Other Blackstone Accounts, including, for example, due to changes in available capital
(including as a result of investor subscriptions or withdrawals, deployment of capital for other investments or a reassessment of
reserves), changes in portfolio composition or changes in actual or expected investor or third-party co-investment allocation, in each
case between the time of committing to make the investment and the actual funding of the investment. Such adjustments in investment
allocations could be material, could result in a reduced or increased allocation being made available to us and there can be no
assurance that we will not be adversely affected thereby. The manner in which our available capital is determined may differ from, or
subsequently change with respect to, Other Blackstone Accounts. The amounts and forms of leverage utilized for investments will also
be determined by the Adviser and its affiliates in their sole discretion. Any differences or adjustments with respect to the manner in which
available capital is determined with respect to us or Other Blackstone Accounts may adversely impact our allocation of particular
investment opportunities. There is no assurance that any conflicts arising out of the foregoing will be resolved in our favor. Blackstone is
entitled to amend its policies and procedures at any time without prior notice or our consent.
The Adviser makes good faith determinations for allocation decisions based on expectations that will, in certain circumstances, prove
inaccurate. Information unavailable to the Adviser, or circumstances not foreseen by the Adviser at the time of allocation, may cause an
investment opportunity to yield a different return than expected. For example, an investment opportunity that the Adviser determines to
be consistent with the return objectives of an opportunistic “control-oriented” fund rather than the Company could fail to achieve the
Adviser’s expectations and underwriting and generate an actual return that would have been appropriate for the Company. Conversely,
an investment that the Adviser expects to be consistent with the Company’s return objectives will, in certain circumstances, exceed
them. Furthermore, in certain circumstances where the Company is participating alongside one or more Other Blackstone Accounts in an
investment opportunity, the Adviser is expected to be required to make initial investment allocation decisions at the time of the signing of
the related purchase agreement (or equivalent) and/or funding of the deposit in respect thereof. The Adviser could change the applicable
investment allocations as between the Company and such Other Blackstone Accounts between such signing and funding and the closing
of such investment opportunity as it determines appropriate based on a number of factors, including but not limited to (i) changes in
available capital (taking into account changes in capital commitment subscriptions, redemptions and/or repurchase requests, transfers,
deployment of capital and reserves for future investments, among other factors) and (ii) prevailing concentration limits in respect of
sector, industry, geographic region or markets in question. In such circumstances, the Company’s and such Other Blackstone Accounts’
respective obligations related to any deposit and transaction costs (including broken deal fees and expenses) would be expected to
change accordingly; provided, that any such adjustments, particularly in respect of funded deposits, are expected to occur at the time of
the closing of the investment and interest or other additional amounts will not be due or payable in respect of any such adjustments. In
addition, the Adviser could determine at any point prior to the closing of an investment opportunity that any such investment opportunity
that was initially allocated to the Company based on information available to the Company at the time the allocation decision is made
should subsequently be reallocated in whole or in part to one or more Other Blackstone Accounts (and vice versa) based on subsequent
information received by the Adviser in respect of such investment opportunity (e.g., an investment opportunity that the Adviser initially
determines to be consistent with the return objectives of the Company could subsequently be determined to be consistent with the return
objectives of an opportunistic “control-oriented” fund). In such circumstance, the Adviser could determine to reallocate all or any portion
of any such investment opportunity from the Company to such Other Blackstone Account (or vice versa) (such fund (including the
Company) from which an investment opportunity is being reallocated, a “Reallocating Account”), including in circumstances where such
Reallocating Account has entered into an exclusivity arrangement or other binding agreement with one or more third parties (any such
reallocation investment opportunity, a “Reallocation Investment”). In such cases, if the non-Reallocating Account agrees to pursue the
investment, it will reimburse the Reallocating Account for any deferred acquisition costs (including non-refundable or refundable
deposits, breakage fees, due diligence costs and other fees and expenses) incurred by the Reallocating Account relating to such
Reallocation Investment, which may be so reallocated prior to closing.
While the Adviser will seek to manage potential conflicts of interest in a fair and reasonable manner (subject to any priorities of Other
Blackstone Accounts) as required pursuant to our charter and the Advisory Agreement, the portfolio strategies employed by the Adviser,
Blackstone or their affiliates in managing the Other Blackstone Accounts could conflict with the strategies employed by the Adviser in
managing our business and may adversely affect the marketability, exit strategy, prices and availability of the properties, securities and
instruments in which we invest. The Adviser, Blackstone or their affiliates may also give advice to the Other Blackstone Accounts that
may differ from advice given to us even though their investment objectives or guidelines may be the same as or similar to ours.
■
Corporate Opportunities
. Our Board of Directors has adopted a resolution that provides that none of Blackstone or its affiliates, our
directors or any person our directors control is required to refrain directly or indirectly from engaging in any business opportunities,
including any business opportunities in the same or similar business activities or lines of business in which we or any of our affiliates
may from time to time be engaged or propose to engage, or from competing with us, and that we renounce any interest or expectancy in,
or in being offered an opportunity to participate in, any such business opportunities, unless offered to a person in his or her capacity as
one of our directors or officers and intended exclusively for us or any of our subsidiaries.
■
Investments in Different Levels or Classes of an Issuer’s Securities
. From time to time, to the extent permitted by our charter, we
and the Other Blackstone Accounts may make investments at different levels of an issuer’s or borrower’s capital structure (e.g., an
investment by one or more Other Blackstone Accounts in an equity, debt or mezzanine interest with respect to the same portfolio entity in
which we own a different debt interest or vice versa) or otherwise in different classes of the same issuer’s securities. We may make
investments that are senior or junior to, or have rights and interests different from or adverse to, the investments made by the Other
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Blackstone Accounts (and in certain circumstances, the Adviser will be unaware of Other Blackstone Accounts’ participation, as a result
of information walls or otherwise). Such investments may conflict with the interests of such Other Blackstone Accounts in related
investments, and the potential for any such conflicts of interests may be heightened in the event of a default or restructuring of any such
investments. Actions may be taken for Other Blackstone Accounts that are adverse to us, including with respect to the timing and
manner of sale and actions taken in circumstances of financial distress. In addition, in connection with such investments, Blackstone will
generally seek to implement certain procedures to mitigate conflicts of interest which typically involve us maintaining a non-controlling
interest in any such investment and a forbearance of rights, including certain non-economic rights, relating to Other Blackstone
Accounts, such as where Blackstone may cause us to decline to exercise certain control- and/or foreclosure-related rights with respect to
an investment (including following the vote of other third-party lenders generally or otherwise recusing ourselves with respect to
decisions), including with respect to both normal course ongoing matters (such as consent rights) and also defaults, foreclosures,
workouts, restructurings and/or exit opportunities, subject to certain limitations. If we recuse ourselves from decision-making as
described above, we will generally rely upon a third-party lender to make the decisions, and the third-party lender could have conflicts or
otherwise make decisions that we would not have made. It is expected that our participation in connection with any such investments
and transactions will be negotiated by third parties on market terms and prices. Furthermore, we hold investments (i) that are secured or
backed by collateral in which Other Blackstone Accounts have interests and (ii) where Other Blackstone Accounts are invested in other
parts of the capital structure. While Blackstone will seek to resolve any such conflicts in a fair and equitable manner in accordance with
its prevailing policies and procedures with respect to conflicts resolution among the Other Blackstone Accounts, such transactions are
not required to be presented to our Board of Directors for approval (unless otherwise required by our charter or investment guidelines),
and there can be no assurance that any conflicts will be resolved in our favor.
■
Minority Investments of Other Blackstone Accounts
. Certain Other Blackstone Accounts may also make minority investments in
third-party investment managers or their investment vehicles with which we may engage in various transactions from time to time,
including purchases or sales of assets or borrowing or lending transactions. Although these third-party investees may not be deemed to
be affiliates of Blackstone due to the limited voting rights or other terms of the investments made by such Other Blackstone Accounts,
such Other Blackstone Accounts would have an indirect economic interest in any transactions between us and such third-party
investees. Our stockholders will not share in any of the economic interest of such Other Blackstone Accounts in such transactions. There
can be no assurance that any conflict will be resolved in our favor and Blackstone may be required to take action where it will have
conflicting loyalties between its duties to us and to Other Blackstone Accounts, which may adversely impact us.
■
Pursuit of Differing Strategies
. At times, the investment professionals employed by the Adviser or its affiliates and other investment
vehicles affiliated with the Adviser and/or Blackstone may determine that an investment opportunity may be appropriate for only some of
the Other Blackstone Accounts for which he or she exercises investment responsibility, or may decide that certain of Other Blackstone
Accounts should take differing positions with respect to a particular security. In these cases, the investment professionals may place
separate transactions for one or more Other Blackstone Accounts which may affect the market price of the security or the execution of
the transaction, or both, to the detriment or benefit of one or more Other Blackstone Accounts. For example, an investment professional
may determine that it would be in the interest of Other Blackstone Accounts to sell a security that we hold long, potentially resulting in a
decrease in the market value of the security held by us.
■
Variation in Financial and Other Benefits
. A conflict of interest arises where the financial or other benefits available to the Adviser or
its affiliates differ among the Other Blackstone Accounts that they manage. If the amount or structure of the management fee, the
Special Limited Partner’s performance participation interest and/or the Adviser’s or its affiliates’ compensation differs among Other
Blackstone Accounts (such as where certain funds or accounts pay higher base management fees, incentive fees, performance-based
management fees or other fees), the Adviser might be motivated to help certain Other Blackstone Accounts over others. Similarly, the
desire to maintain assets under management or to enhance the Adviser’s performance record or to derive other rewards, financial or
otherwise, could influence the Adviser or its affiliates in affording preferential treatment to those Other Blackstone Accounts that could
most significantly benefit the Adviser or its affiliates. The Adviser may, for example, have an incentive to allocate favorable or limited
opportunity investments or structure the timing of investments to favor such Other Blackstone Accounts. Additionally, the Adviser or its
affiliates might be motivated to favor Other Blackstone Accounts in which it has an ownership interest or in which Blackstone and/or its
affiliates have ownership interests. Conversely, if an investment professional at the Adviser or its affiliates does not personally hold an
investment in us but holds investments in Other Blackstone Accounts, such investment professional’s conflicts of interest with respect to
us may be more acute.
■
Underwriting, Advisory and Other Relationships
. As part of its regular business, Blackstone provides a broad range of underwriting,
investment banking, placement agent services and other services and may come into possession of information that limits its ability to
engage in potential transactions. Our activities may be constrained as a result of the inability of Blackstone personnel to use such
information. For example, employees of Blackstone not serving as employees of the Adviser or its affiliates may be prohibited by law or
contract from sharing information with members of Blackstone Real Estate. We may be forced to sell or hold existing investments as a
result of investment banking relationships or other relationships that Blackstone may have or transactions or investments that Blackstone
may make or has made. Additionally, there may be circumstances in which one or more individuals associated with Blackstone will be
precluded from providing services to the Adviser because of certain confidential information available to those individuals or to other
parts of Blackstone. Further, in connection with selling investments by way of a public offering, a Blackstone broker-dealer has acted and
may in the future act as the managing underwriter or a member of the underwriting syndicate on a firm commitment basis and has
purchased and may in the future purchase securities on that basis. Blackstone may retain any commissions, remuneration, or other
profits and receive compensation from such underwriting activities, which have the potential to create conflicts of interest. Blackstone
may also participate in underwriting syndicates from time to time with respect to us or portfolio companies of Other Blackstone Accounts,
or may otherwise be involved in the private placement of debt or equity securities issued by us or such portfolio companies, or otherwise
in arranging financings with respect thereto or advising on such transactions. Subject to applicable law, Blackstone may receive
underwriting fees, placement commissions, or other compensation with respect to such activities, which will not be shared with us or our
stockholders. Where Blackstone serves as underwriter with respect to the securities of a portfolio, we or the applicable Other Blackstone
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Account holding such securities may be subject to a “lock-up” period following the offering under applicable regulations during which time
our ability to sell any securities that we continue to hold is restricted. This may prejudice our ability to dispose of such securities at an
opportune time.
In the regular course of its investment banking business, Blackstone represents potential purchasers, sellers and other involved parties,
including corporations, financial buyers, management, shareholders and institutions, with respect to assets that are suitable for
investment by us. In such case, Blackstone’s client would typically require Blackstone to act exclusively on its behalf, thereby precluding
us from acquiring such assets. Blackstone is under no obligation to decline any such engagement to make the investment opportunity
available to us.
Blackstone has long-term relationships with a significant number of corporations and their senior management. In determining whether to
invest in a particular transaction on our behalf, the Adviser may consider those relationships (subject to its obligations under our charter
and the Advisory Agreement), which may result in certain transactions that the Adviser will not undertake on our behalf in view of such
relationships.
■
Service Providers
. Certain of our service providers (including lenders, brokers, attorneys, loan servicing and administration providers,
investment banking firms and property managers) may be sources of investment opportunities, counterparties therein or advisors with
respect thereto. This may influence the Adviser in deciding whether to select such a service provider. In addition, in instances where
multiple Blackstone businesses may be exploring a potential individual investment, certain of these service providers may choose to be
engaged by other Blackstone affiliates rather than us.
■
Material, Nonpublic Information
. We, directly or through Blackstone, the Adviser or certain of their respective affiliates may come into
possession of material nonpublic information with respect to an issuer or borrower in which we have invested or may invest. Should this
occur, the Adviser may be restricted from buying or selling securities, derivatives or loans of the issuer or borrower on our behalf until
such time as the information becomes public or is no longer deemed material. Disclosure of such information to the personnel
responsible for management of our business may be on a need-to-know basis only, and we may not be free to act upon any such
information. Therefore, we and/or the Adviser may not have access to material nonpublic information in the possession of Blackstone
which might be relevant to an investment decision to be made by the Adviser on our behalf, and the Adviser may initiate a transaction or
purchase or sell an investment that, if such information had been known to it, may not have been undertaken. Due to these restrictions,
in some instances, the Adviser may not be able to initiate a transaction on our behalf that it otherwise might have initiated and may not
be able to purchase or sell an investment that it otherwise might have purchased or sold, which could negatively affect our operations.
■
Possible Future Activities
. The Adviser and its affiliates may expand the range of services that they provide over time. Except as and
to the extent expressly provided in the Advisory Agreement, the Adviser and its affiliates will not be restricted in the scope of its business
or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to
conflicts of interest, and whether or not such conflicts are described herein. The Adviser, Blackstone and their affiliates continue to
develop relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with
clients who may hold or may have held investments similar to those intended to be made by us. These clients may themselves represent
appropriate investment opportunities for us or may compete with us for investment opportunities.
■
Transactions with Other Blackstone Accounts and Other Affiliates
. From time to time, we may enter into purchase and sale
transactions and joint ventures with Other Blackstone Accounts. Such transactions will be conducted in accordance with, and subject to,
our charter (including the requirement that such transaction be approved by a majority of our independent directors as being fair and
reasonable to us), the terms and conditions of the Advisory Agreement, and our Code of Business Conduct and Ethics and applicable
laws and regulations. These requirements will also apply to transactions with Blackstone, any of our directors or any affiliates thereof.
■
Other Affiliate Transactions
. In connection with investments in which we participate alongside Other Blackstone Accounts, we may
from time to time share certain rights with such Other Blackstone Accounts relating to such investments for legal, tax, regulatory or other
similar reasons, including, in certain instances, certain control-related rights with respect to jointly held investments. When making any
decisions related to such investments, there may be conflicting interests. There can be no assurance that the return on our investment
will be equivalent to or better than the returns obtained by Blackstone or its other affiliates.
■
Broken Deal Expenses
. Any expenses that may be incurred by the Company for actual investments as described herein may also be
incurred by the Company with respect to broken deals (i.e., investments that are not consummated). The Adviser is not required to and
in most circumstances will not seek reimbursement of broken deal expenses (i.e., expenses incurred in pursuit of an investment that is
not consummated) from third parties, including counterparties to the potential transaction or potential co-investors. Examples of such
broken deal expenses include, but are not limited to, reverse termination fees, extraordinary expenses such as litigation costs and
judgments, meal, travel and entertainment expenses incurred, deposits or down payments which are forfeited in connection with
unconsummated transactions, costs of negotiating co-investment documentation (including non-disclosure agreements with
counterparties), the costs from onboarding (i.e., know-your-customer) investment entities with a financial institution, and legal,
accounting, tax and other due diligence and pursuit costs and expenses. Any such broken deal expenses could, in the sole discretion of
the Adviser, be allocated solely to the Company and not to Other Blackstone Accounts or co-investment vehicles (including committed
co-investment vehicles) that could have made the investment (including any situation where an Other Blackstone Account was initially
allocated an investment opportunity and incurred such expenses before such investment opportunity was reallocated to the Company),
even when the Other Blackstone Account or co-investment vehicle commonly invests alongside the Company in its investments or
Blackstone or Other Blackstone Accounts in their investments. In such cases the Company’s share of expenses would increase. In the
event broken deal expenses are allocated to an Other Blackstone Account or a co-investment vehicle, the Adviser, Blackstone or its
affiliates, or the Company, will, in certain circumstances, advance such fees and expenses without charging interest until paid by the
Other Blackstone Account or co-investment vehicle, as applicable.
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Further conflicts could arise once we and Blackstone or its affiliates have made our respective investments. For example, if we enter into a
joint venture with an Other Blackstone Account, our interests and the interests of such Other Blackstone Account may conflict, for example
when one joint venture partner seeks to sell the property in the joint venture but the other joint venture partner does not. In such situations,
the ability of the Adviser to recommend actions in our best interests might be impaired.
Related Party Transaction Policies
Our Board of Directors recognizes the fact that transactions with related persons may present risks of conflicts or the appearance of
conflicts of interest. Our Board of Directors has adopted a written policy on transactions with related persons. Under the policy, a committee
of our Board of Directors composed solely of independent directors who are disinterested or the disinterested members of our Board of
Directors must review and approve any “related person transaction” (defined as any transaction that would be required to be disclosed by
us under Item 404(a) of Regulation S-K in which we were or are to be a participant, other than an employment relationship or transaction
involving an executive officer and any related compensation, and the amount involved exceeds $120,000 and in which any “related
person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest) and all material
facts with respect thereto. No related person transaction will be executed without the approval or ratification of a committee of our Board of
Directors composed solely of independent directors who are disinterested or by the disinterested members of our Board of Directors. The
Affiliate Transaction Committee fulfills the obligations under this policy.
In reviewing a related person transaction or proposed related person transaction, the Affiliate Transaction Committee or disinterested
directors, as applicable, shall consider all relevant facts and circumstances, including without limitation:
■
the nature of the related person’s interest in the transaction;
■
the material terms of the transaction;
■
the importance of the transaction both to the Company and the related person;
■
whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company;
■
whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously
entered into by the Company with non-related persons, if any; and
■
any other matters that management or the Affiliate Transaction Committee or disinterested directors, as applicable, deem appropriate.
In addition, the policy provides that the Affiliate Transaction Committee, in connection with any approval or ratification of a related person
transaction involving a non-employee director or director nominee, considers whether such transaction would compromise the director or
director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under our charter and our Corporate
Governance Guidelines and our Code of Business Conduct and Ethics.
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Report of the Affiliate Transaction Committee
The Affiliate Transaction Committee has examined the fairness of the transactions described above, and has determined that all such
transactions are fair and reasonable to us. The Affiliate Transaction Committee has reviewed our policies described above, in our 2024
Annual Report on Form 10-K (the “Annual Report”) and our registration statement related to our ongoing public offering, as well as other
policies previously reviewed and approved by our Board of Directors, and determined that they are in the best interests of our stockholders
because it believes such policies are consistent with achieving our investment objectives while appropriately addressing conflicts of interest
that may arise.
The Affiliate Transaction Committee of the Board of Directors:
Richard I. Gilchrist (Chairperson)
Raymond J. Beier
Susan Carras
Field Griffith
Edward Lewis
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Proposal 2 — Ratification of Appointment of Independent
Registered Public Accounting Firm
The Audit Committee has appointed the firm of Deloitte as our independent registered public accounting firm for the year ending December
31, 2025 and has directed that the appointment of such independent registered public accounting firm be submitted for ratification by our
stockholders at the Annual Meeting. Deloitte also serves as the independent registered public accounting firm of Blackstone.
We have been advised by Deloitte that neither that firm nor any of its associates has any relationship with us or our subsidiaries other than
the usual relationship that exists between an independent registered public accounting firm and its clients.
We expect that representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions. If the appointment of Deloitte is not ratified, our Board of Directors will
reconsider the appointment.
Stockholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our charter or
otherwise. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in our best interest.
Audit and Non-Audit Fees
Aggregate fees that we were billed for the fiscal years ended December 31, 2024 and 2023 by our independent registered public accounting
firm, Deloitte, were as follows:
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Fiscal Year Ended
December 31, 2024
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Fiscal Year Ended
December 31, 2023
|
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Audit fees (a)
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$7,703,703
|
$7,741,678
|
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Audit-related fees (b)
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10,000
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290,000
|
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Tax fees (c)
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1,147,128
|
1,557,954
|
|
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All other fees
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—
|
—
|
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Total
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$8,860,831
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$9,589,632
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(a)
Audit fees include amounts billed to us related to annual financial statement audit work, acquisition audit work, quarterly financial
statement reviews and review of registration statements.
(b)
Audit-related fees include amounts billed to us for assurance and related services that traditionally are performed by our independent
registered public accounting firm and are reasonably related to the performance of the audit or review of the financial statements, such
as due diligence related to acquisition, attestation services that are not required by statute or regulation and consultation concerning
financial accounting and reporting standards.
(c)
Tax fees include amounts billed to us for professional services performed by professional staff in our independent registered public
accounting firm’s tax division, except those services related to the audit of our financial statements. These include fees for tax due
diligence, tax compliance, tax planning and advice, including with respect to federal, state and local tax issues. Services may also
include assistance with tax audits and appeals before the U.S. Internal Revenue Service and similar state and local taxing authorities,
as well as with respect to federal, state and local tax issues related to REIT due diligence of property acquisitions.
The Audit Committee of our Board of Directors was advised that there were no services provided by Deloitte that were unrelated to the audit
of the annual fiscal year-end financial statements and the review of interim financial statements that could impair Deloitte from maintaining
its independence as our independent auditor and concluded that it was independent.
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Audit Committee Pre-Approval Policies and Procedures
In accordance with our Audit Committee pre-approval policy, all audit and non-audit services performed for us by our independent registered
public accounting firm were pre-approved by the Audit Committee of our Board of Directors, which concluded that the provision of such
services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Unless a type of service to be provided by the independent registered public accounting firm has received “general” pre-approval, it will
require “specific” pre-approval by the Audit Committee. Additionally, any proposed services exceeding “general” pre-approved cost levels
will require specific pre-approval by the Audit Committee. The term of any general pre-approval will apply until the next pre-approval made
by the Audit Committee. The Audit Committee will review, and may revise, the general pre-approval policy and the services that may be
provided by the independent registered public accounting firm from time to time. The Audit Committee does not delegate its responsibility to
pre-approve services performed by the independent registered public accounting firm to management.
All requests or applications for services to be provided by the independent registered public accounting firm that do not require specific pre-
approval by the Audit Committee will be submitted to management and must include a detailed description of the services to be rendered.
Management will determine whether such services are included within the list of services that have received the general pre-approval of the
Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent registered
public accounting firm.
Requests or applications for services that require specific separate approval by the Audit Committee are required to be submitted to the
Audit Committee by both the independent registered public accounting firm and the Chief Financial Officer. The Chairperson of the Audit
Committee has been delegated the authority to specifically pre-approve all services not covered by the general pre-approval guidelines, up
to a certain amount. All amounts specifically pre-approved by the Chairperson of the Audit Committee in accordance with the pre-approval
policy are to be disclosed to the Audit Committee at the next regularly scheduled meeting.
VOTING RECOMMENDATION
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF DELOITTE &
TOUCHE LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025
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General Information About the Annual Meeting and Voting
This Proxy Statement is being furnished by and on behalf of the
Board of Directors of Blackstone Real Estate Income Trust, Inc., a
Maryland corporation, in connection with the solicitation of proxies
to be voted at the Annual Meeting. This Proxy Statement and the
enclosed proxy card and our Annual Report will be first mailed on
or about March 31, 2025 to stockholders of record as of the open
of business on March 28, 2025 (the “Record Date”).
In this section of the Proxy Statement, we answer some common
questions regarding the Annual Meeting and the voting of shares
at the meeting.
When will the Annual Meeting be held?
The Annual Meeting will be held as a “virtual meeting” via live
webcast on June 26, 2025 at 8:00 a.m., Eastern Time.
How do I attend and vote my shares at
the virtual Annual Meeting?
This year’s Annual Meeting will be a completely “virtual” meeting
of stockholders. You may attend the Annual Meeting live via the
Internet at
www.virtualshareholdermeeting.com/BREIT2025
. If
you virtually attend the Annual Meeting, you can vote your shares
electronically and submit your questions during the Annual
Meeting by visiting
www.virtualshareholdermeeting.com/
BREIT2025
. A summary of the information you need to attend the
Annual Meeting and vote via the Internet is provided below:
■
instructions on how to attend and participate via the Internet,
including how to demonstrate proof of stock ownership, are
posted at
www.virtualshareholdermeeting.com/BREIT2025
;
■
assistance with questions regarding how to attend and
participate via the Internet will be provided at
www.virtualshareholdermeeting.com/BREIT2025
on the day
of the Annual Meeting;
■
stockholders may vote and submit questions while attending
the Annual Meeting via the Internet; and
■
you will need your 16-digit control number that is included in
your proxy card or the instructions that accompanied your
proxy materials in order to enter the Annual Meeting and to
vote during the Annual Meeting.
Will I be able to participate in the online
Annual Meeting on the same basis I
would be able to participate in a live
Annual Meeting?
The Annual Meeting will be held in a virtual meeting format only
and will be conducted via live audio webcast. The online meeting
format for the Annual Meeting will enable full and equal
participation by all our stockholders from any place in the world at
little to no cost.
We designed the format of the online Annual Meeting to ensure
that our stockholders who attend our Annual Meeting will be
afforded similar rights and opportunities to participate as they
would have at an in-person meeting and to enhance stockholder
access, participation and communication through online tools. We
will take the following steps to ensure such an experience:
■
providing stockholders with the ability to submit appropriate
questions real-time via the meeting website, limiting questions
to one per stockholder unless time otherwise permits; and
■
answering as many questions submitted in accordance with the
meeting rules of conduct as possible in the time allotted for the
meeting without discrimination.
What is this document and why have I
received it?
This Proxy Statement and the enclosed proxy card are being
furnished to you, as a stockholder of Blackstone Real Estate Income
Trust, Inc., because our Board of Directors is soliciting your proxy to
vote at the Annual Meeting. This Proxy Statement contains
information that stockholders should consider before voting on the
proposals to be presented at the meeting.
What am I voting on?
There are two proposals scheduled to be considered and voted on
at the Annual Meeting:
■
Proposal 1
: Election of nine director nominees listed herein;
and
■
Proposal 2
: Ratification of the appointment of Deloitte &
Touche LLP as our independent registered public accounting
firm for the year ending December 31, 2025.
What is the required vote for approval of
each proposal?
Proposal 1: Election of nine director nominees listed herein
.
The affirmative vote of a majority of the shares entitled to vote
that are present online or by proxy at the Annual Meeting is
required for the election of each nominee for director. Abstentions
and broker non-votes will have the effect of a vote against the
nominees. A “broker non-vote” occurs when a broker does not
vote on a matter on the proxy card because the broker does not
have discretionary voting power for that particular matter and has
not received voting instructions from the beneficial owner.
Proposal 2: Ratification of the appointment of Deloitte as our
independent registered public accounting firm for the year
ending December 31, 2025
. A majority of the votes cast at the
Annual Meeting online or by proxy is required to approve the auditor
ratification proposal. Abstentions, if any, will not affect the outcome
of this proposal. Your shares may be voted on for this proposal if
they are held in the name of a brokerage firm even if you do not
provide the brokerage firm with voting instructions.
How does the Board of Directors
recommend that I vote?
Our Board of Directors recommends that you vote your shares as
follows:
■
FOR
the election of each of the nine director nominees listed
herein; and
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2025 Proxy Statement
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■
FOR
the ratification of the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm for
the year ending December 31, 2025.
Who can vote?
Holders of record of our shares of common stock as of the close
of business on the Record Date will be entitled to vote at the
Annual Meeting. As of the Record Date, there were
1,313,051,226
Class S shares,
2,158,581,190
Class I shares,
41,133,109
Class
T shares,
135,953,480
Class D shares and
2,922,358
Class C
shares of common stock issued and outstanding for a total of
3,651,641,363
shares of our common stock issued and
outstanding. You are entitled to one vote for each share you held
as of the Record Date.
How do I vote if I am a registered
stockholder?
If you are a registered stockholder (that is, if your shares are
registered on our records in your name and not in the name of
your broker or nominee), you may authorize a proxy to vote your
shares in any of the following ways described below:
■
via the Internet by going to
www.proxyvote.com/BREIT
and
following the on-screen directions. Please have your proxy
card in hand when accessing the website, as it contains a
16-
digit control number
required to record your voting
instructions via the Internet;
■
by phone by calling the number listed on the proxy card,
(800) 690-6903
, and following the recorded instructions, or by
dialing
(833) 215-7319
and speaking to a live agent. You will
need the
16-digit control number
included on your proxy card
in order to record your voting instructions by telephone; or
■
by mail by marking, signing, dating and returning the enclosed
proxy card.
If you authorize a proxy by telephone or Internet, you do not
need to mail your proxy card. See the attached proxy card for
more instructions on how to vote your shares.
If you elect to participate in the Annual Meeting via live webcast,
as described above under “When will the Annual Meeting be
held?,” you can vote online during the Annual Meeting prior to the
closing of the polls, and any previous votes that you submitted,
whether by Internet, telephone or mail, will be superseded.
All proxies that are properly executed and received by our
Secretary prior to the Annual Meeting, and are not revoked, will be
voted at the Annual Meeting. Even if you plan to participate in the
Annual Meeting, we urge you to return your proxy card or submit a
proxy by telephone or via the Internet to assure the representation
of your shares at the Annual Meeting.
How do I vote if I hold my shares in a
custodial account?
If your shares of our common stock are held in a custodial
account by your broker or other nominee, only your broker or
other nominee can vote your shares of our common stock at the
Annual Meeting and your vote cannot be cast unless you provide
instructions to your broker or other nominee on how to vote or
obtain a legal proxy from your broker or other nominee, submit it
in advance to our proxy solicitor, and vote at the virtual meeting.
You should follow the directions provided by your broker or other
nominee regarding how to instruct your broker or other nominee to
vote your shares of our common stock.
How can I authorize a proxy to vote over
the Internet or by telephone?
To authorize a proxy to vote electronically via the Internet, go to
www.proxyvote.com/BREIT
and follow the instructions. Please
have your proxy card in hand when accessing the website, as it
contains a
16-digit control number
required to record your voting
instructions via the Internet.
If you have access to a touch-tone telephone, you may authorize
your proxy by dialing
(800) 690-6903
and following the recorded
instructions, or by dialing
(833) 215-7319
and speaking to a live
agent. You will need the
16-digit control number
included on
your proxy card in order to record your voting instructions by
telephone.
You can authorize a proxy to vote via the Internet or by telephone
at any time prior to 11:59 p.m., Eastern Time, June 25, 2025, the
day before the Annual Meeting.
What if I return my proxy but do not mark
it to show how I am voting?
If you submit a signed proxy without indicating your vote on any
matter, the designated proxies will vote to elect all nine director
nominees as directors and to approve the ratification of the
appointment of Deloitte as our independent registered public
accounting firm for the year ending December 31, 2025 and will
vote in their discretion for any other matters properly presented
for consideration at the Annual Meeting.
What if other matters come up at the
Annual Meeting?
At the date this Proxy Statement went to press, we did not know
of any matters to be properly presented at the Annual Meeting
other than those referred to in this Proxy Statement. If other
matters are properly presented for consideration at the meeting or
any adjournment or postponement thereof and you are a
stockholder of record and have submitted a proxy card, the
persons named in your proxy card will have the discretion to vote
on those matters for you.
Can I change my vote or revoke my
proxy after I authorize my proxy?
Yes. At any time before the vote on a proposal, you can change
your vote either by:
■
executing or authorizing, dating and delivering to us a new proxy
with a later date that is received no later than 11:59 p.m., Eastern
Time, on June 25, 2025;
■
authorizing a proxy again via the Internet or by telephone at a
later time before the closing of those voting facilities at 11:59
p.m., Eastern Time, on
June 25, 2025
;
■
sending a written statement revoking your proxy card to our
Secretary or any corporate officer of the Company, provided
such statement is received no later than 11:59 p.m., Eastern
Time, on
June 25, 2025
; or
■
participating in the Annual Meeting and voting online during the
Annual Meeting prior to the closing of the polls.
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Blackstone Real Estate Income Trust
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Your participation at the Annual Meeting will not, by itself, revoke
a proxy previously authorized by you. We will honor the proxy
card or authorization with the latest date.
Proxy revocation notices should be sent to Blackstone Real
Estate Income Trust, Inc., 345 Park Avenue, New York, New York
10154, Attention: Secretary. New paper proxy cards should be
sent to Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
What constitutes a quorum?
We will convene the Annual Meeting if stockholders representing
the required quorum of shares of our common stock entitled to
vote either sign and return their paper proxy cards, authorize a
proxy to vote electronically or telephonically or participate at the
meeting. The presence, either online or by proxy, at the Annual
Meeting of at least 50% of all the votes entitled to be cast on any
matter will constitute a quorum. Under our bylaws, if a quorum is
not present at the Annual Meeting, the Chairperson of the Annual
Meeting may adjourn the Annual Meeting to a date not more than
120 days from the original Record Date without notice other than
an announcement at the Annual Meeting. If you sign and return
your paper proxy card or authorize a proxy to vote electronically
or telephonically, your shares will be counted to determine
whether we have a quorum even if you abstain or fail to vote as
indicated in the proxy materials. Broker non-votes and abstentions
will also be considered present for the purpose of determining
whether we have a quorum.
Who will count the votes?
Representatives of Broadridge (our solicitor) or its designee will
count the votes and will serve as the independent inspector of
election.
Where can I find the voting results of the
Annual Meeting?
We intend to announce the voting results at the Annual Meeting
and in a Current Report on Form 8-K filed with the SEC within four
business days after the date of the Annual Meeting.
How can I get additional copies of this
Proxy Statement or other information
filed with the SEC relating to this
solicitation?
You may obtain additional copies of this Proxy Statement or other
information filed with the SEC relating to this solicitation by calling
our solicitor, Broadridge, toll-free at (833) 215-7319.
Where can I get more information about
Blackstone Real Estate Income Trust?
In connection with this solicitation, we have provided you with our
Annual Report that contains our audited financial statements. We
also file reports and other documents with the SEC. You can view
these documents at the SEC’s website,
www.sec.gov
. You can
also find more information on our website,
www.breit.com
.
How is this solicitation being made?
This solicitation is being made primarily by the mailing of these
proxy materials. Supplemental solicitations may be made by mail
or telephone by our officers and representatives, who will receive
no extra compensation for their services. The expenses in
connection with this solicitation, including preparing and mailing
these proxy materials, will be borne by us. We will reimburse
brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of our
common stock. We have hired Broadridge to assist us in the
distribution of our proxy materials and for the solicitation of proxy
votes. We will pay Broadridge customary fees and expenses for
these services of approximately
$125,000
.
Upon request, we will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for forwarding proxy and
solicitation materials to stockholders.
Will my vote make a difference?
Yes, your vote is VERY IMPORTANT. Your immediate response
will help avoid potential delays and may save us significant
additional expenses associated with soliciting stockholder votes.
We encourage you to participate in our governance.
Donation to the Navy SEAL Foundation
To recognize your participation, the Company will make a
charitable donation to The Navy SEAL Foundation on behalf of
every stockholder that votes. The Navy SEAL Foundation is a
non-profit organization that provides support and assistance to the
Naval Special Warfare community and its families. The Navy
SEAL Foundation provides a comprehensive set of programs
specifically designed to improve health and welfare, build and
enhance resiliency, empower and educate families and provide
critical support during times of illness, injury, loss and transition.
Stephen A. Schwarzman, the Chairman, Chief Executive Officer
and co-founder of Blackstone, has served on the Navy SEAL
Foundation’s honorary board since March 2017.
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2025 Proxy Statement
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Audit Committee Report
Our Board of Directors’ Audit Committee carries out oversight functions with respect to the preparation, review and audit of our financial
statements, our system of internal controls and the qualifications, independence and performance of our internal auditor consultants and
independent registered public accounting firm, and operates under a written charter adopted by the Board of Directors. The charter can be
viewed, together with any future changes that may occur, on our website at
www.breit.com
. The Audit Committee has the sole authority and
responsibility to select, evaluate and, as appropriate, replace our independent registered public accounting firm. The Audit Committee
members are “independent,” consistent with the qualifications set forth in our charter, the listing standards of the NYSE and Rule 10A-3
under the Exchange Act applicable to boards of directors in general and audit committees in particular.
Our management is responsible for the development, maintenance and evaluation of internal controls and procedures and our financial
reporting system, the maintenance of appropriate accounting and financial reporting principles or policies and the preparation, presentation
and integrity of our financial statements. Our independent registered public accounting firm is responsible for auditing our consolidated
financial statements in accordance with U.S. generally accepted auditing standards and expressing an opinion as to their conformity with
U.S. generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee the foregoing functions.
The Audit Committee reviews our financial reporting process on behalf of the Board of Directors. In performance of its oversight function,
the Audit Committee has met and held discussions with management and our independent registered public accounting firm with respect to
our audited consolidated financial statements for fiscal year 2024 and related matters. Management advised the Audit Committee that our
consolidated financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and our independent registered public accounting firm,
Deloitte. Our independent registered public accounting firm presented to and reviewed with the Audit Committee the matters required to be
discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. Our independent registered
public accounting firm also provided to the Committee the written disclosures and the letter from the auditors required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit
Committee concerning independence, and in connection therewith, the Committee discussed with the independent registered public
accounting firm their views as to their independence. The Audit Committee also reviewed, among other things, the audit and non-audit
services performed by, and the amount of fees paid for such services to, Deloitte. The Audit Committee meetings regularly include executive
sessions with our independent registered public accounting firm without the presence of our management.
In undertaking its oversight function, the Audit Committee relied, without independent verification, on management’s representation that the
financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the
United States and on the representations of the independent registered public accounting firm included in their report on our financial
statements. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any
expert or other special assurance or professional opinion as to the sufficiency of the external audits, whether the Company’s financial
statements are complete and accurate and are in accordance with generally accepted accounting principles, or on the effectiveness of the
system of internal control.
Based on the Audit Committee’s considerations, discussions with management and discussion with the independent registered public
accounting firm as described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial
statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.
Submitted by the Audit Committee of the Company’s Board of Directors:
Raymond Beier (Chairperson)
Richard Gilchrist
Susan Carras
Edward Lewis
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Blackstone Real Estate Income Trust
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Annual Report
Our Annual Report is being concurrently made available for distribution to our stockholders.
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q
and 8-K. These filings are available on our website,
www.breit.com
. Copies of our Annual Report on Form 10-K including financial
statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to
Secretary, Blackstone Real Estate Income Trust, Inc., 345 Park Avenue, New York, New York 10154.
Other Matters
Our management does not know of any other matters to come before the Annual Meeting. If, however, any other matters do come before
the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their discretion on such matters.
Stockholder Proposals for the 2026 Annual Meeting
If you wish to submit a stockholder proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in our Proxy Statement and proxy
card for our 2026 Annual Meeting of Stockholders, your proposal must be received by our Secretary on or before December 1, 2025. Your
proposal should be mailed by certified mail return receipt requested to our Secretary at Blackstone Real Estate Income Trust, Inc., 345 Park
Avenue, New York, New York 10154. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed
timely received. In addition, if you desire to bring business (including director nominations) before our 2026 Annual Meeting, you must
comply with our bylaws, which currently require that you provide written notice of such business to our Secretary no earlier than November
1, 2025 and no later than 5:00 p.m. New York City time, on December 1, 2025. However, if the 2026 Annual Meeting is advanced or delayed
more than 30 days from the first anniversary of the date of the 2025 Annual Meeting, notice by the stockholder to be timely must be so
delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., New York City time, on the
later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public
announcement of the date of such meeting is first made. For additional requirements, stockholders should refer to our bylaws, Article II,
Section 11(a), “Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals,” a current copy of which may be
obtained from our Secretary.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to
solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule
14a-19 under the Exchange Act no later than April 27, 2026.
Householding of Proxy Materials
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or
more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which
is commonly referred to as “householding,” provides cost savings for companies. Under this procedure, stockholders of record who have the
same address and last name will receive only one copy of our Proxy Statement unless one or more of these stockholders notifies us that
they wish to continue receiving individual copies. This procedure reduces printing costs and postage fees. Stockholders will continue to
receive separate proxy cards. If you participate in householding and wish to receive a separate copy of this Proxy Statement, or if you do
not wish to participate in householding and prefer to receive separate copies of our Proxy Statement in the future, please contact
Broadridge Financial Solutions, Inc., Householding Department in writing at 51 Mercedes Way, Edgewood, New York 11717; or by
telephone: (800) 542-1061.You can also request prompt delivery of a copy of the Proxy Statement and Annual Report by contacting
Broadridge, 51 Mercedes Way, Edgewood, New York 11717, (833) 215-7319.
TABLE OF CONTENTS
Proposal 1 Election of Directors ..............................................................................................................................The Board of Directors and Committees .......................................................................................................................Corporate Governance ......................................................................................................................................................Executive and Senior Officers .........................................................................................................................................Compensation of Directors and Executive Officers ...............................................................................................Equity Compensation Plan Information .........................................................................................................................Executive Officer Compensation .....................................................................................................................................Non-Employee Director Compensation .........................................................................................................................Security Ownership of Certain Beneficial Owners and Management ....................................................................Transactions with Related Persons and Certain Control Persons ...................................................................Our Relationship with Our Adviser and Blackstone ....................................................................................................Dealer Manager Agreement ............................................................................................................................................Affiliate Service Agreements ...........................................................................................................................................Indemnification Agreements with Directors and Officers ..........................................................................................Conflicts of Interest with the Adviser and its Affiliates ...............................................................................................Related Party Transaction Policies .................................................................................................................................Report of the Affiliate Transaction Committee .............................................................................................................Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm .........Audit and Non-Audit Fees .................................................................................................................................................Audit Committee Pre-Approval Policies and Procedures ........................................................................................General Information About The Annual Meeting and Voting ..............................................................................Audit Committee Report ....................................................................................................................................................Annual Report ......................................................................................................................................................................Other Matters .......................................................................................................................................................................Stockholder Proposals for the 2026 Annual Meeting .................................................................................................Householding of Proxy Materials ....................................................................................................................................