| Item 1.01. | Entry into a Material Definitive Agreement. |
Blackstone Real Estate Income Trust, Inc. (the “Company”) is conducting a private offering of a new class of Class C common stock, par value $0.01 per share (the “Class C shares”), to a feeder vehicle primarily created to hold the Company’s Class C and Class I shares, which in turn will offer interests in itself to certain non-U.S. persons. The preferences, rights, voting powers, restrictions, qualifications, and terms and conditions of redemption for the Class C shares are substantially similar to the rights, preferences and terms of the Company’s Class S, Class T, Class D and Class I shares of common stock, including the same proportional rights to the Company’s assets. Class C shares are substantially similar to Class I shares, except the Company expects that its Board of Directors (the “Board”) will generally authorize and declare minimal distributions, if any, with respect to the Class C shares and instead its share of income will accrete into its NAV. In connection therewith, the Company is amending certain of its documents to incorporate the designation of Class C shares.
Third Amended and Restated Advisory Agreement
On December 30, 2022, the Company entered into a Third Amended and Restated Advisory Agreement (the “Advisory Agreement”) by and among the Company, BREIT Operating Partnership, L.P. (the “Operating Partnership”) and BX REIT Advisors L.L.C. to make certain updates reflecting the designation of Class C shares.
The foregoing summary description of the Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisory Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Third Amended and Restated Limited Partnership Agreement of BREIT Operating Partnership L.P.
On December 30, 2022, the Company entered into a Third Amended and Restated Limited Partnership Agreement (the “A&R OP Agreement”) for the Operating Partnership by and among the Company, BREIT Special Limited Partner L.P. and the limited partners party thereto, to make certain updates reflecting the designation of Class C units of the Operating Partnership.
The foregoing summary description of the A&R OP Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R OP Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 30, 2022, the Company filed Articles of Amendment (the “Articles of Amendment”) to its charter with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 10,600,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 10,500,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary (the “Articles Supplementary” and, together with the Articles of Amendment, the “Charter Amendments”) to its charter, pursuant to which the Company classified and designated 500,000,000 authorized but unissued Class C shares.
The foregoing description of each of the Articles of Amendment and Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment and Articles Supplementary, a copy of which is filed as Exhibit 3.1 and 3.2 hereto, respectively, and incorporated herein by reference. Except as described in this Current Report on Form 8-K, the Charter Amendments did not amend, alter or modify any other terms or provisions of the Company’s charter.
