Blackstone Private Equity Strategies Fund 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Blackstone Private Equity Strategies Fund L.P.
Entity Central Index Key	0001930054
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity File Number	000-56446
Entity Tax Identification Number	88-1872156
Entity Address, Address Line One	345 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10154
City Area Code	212
Local Phone Number	583-5000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Class S Units
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class D Units
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class I Units
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,000

Consolidated Statements of Asse

Consolidated Statements of Assets and Liabilities - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and Cash Equivalents	$ 100	$ 100
Total Assets	100	100
Liabilities and Equity
Total Liabilities	0	0
Commitments and Contingencies
Net Assets
Total Net Assets	100	100
Total Liabilities and Net Assets	$ 100	$ 100
Net Asset Value Per Unit	$ 25	$ 25
Class S Units
Net Assets
Limited Partnership Unit	$ 0	$ 0
Class D Units
Net Assets
Limited Partnership Unit	0	0
Class I Units
Net Assets
Limited Partnership Unit	$ 100	$ 100

Consolidated Statements of As_2

Consolidated Statements of Assets and Liabilities (Parenthetical) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class S Units
Units authorized	unlimited	unlimited
Units issued	0	0
Units outstanding	0	0
Class D Units
Units authorized	unlimited	unlimited
Units issued	0	0
Units outstanding	0	0
Class I Units
Units authorized	unlimited	unlimited
Units issued	4,000	4,000
Units outstanding	4,000	4,000

Organization

Organization	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization Blackstone Private Equity Strategies Fund L.P. (“BXPE”) is a Delaware limited partnership formed on April 5, 2022, and is a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). BXPE, together with its consolidated entities, was organized to invest primarily in privately negotiated, equity-oriented investments (“Private Equity Investments”). BXPE is structured as a perpetual-life strategy, with monthly, fully funded subscriptions and periodic repurchase offers. BXPE expects to conduct a continuous private offering of its Units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), to investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act) and (b) qualified purchasers (as defined in the 1940 Act and rules thereunder). Our investment objectives are to deliver medium-to As of March 31, 2023, BXPE had not commenced investment operations. BXPE’s fiscal year ends on December 31. Blackstone Private Equity Strategies Associates L.P., a Delaware limited partnership, is BXPE’s general partner (the “General Partner”). Overall responsibility for oversight of BXPE rests with the General Partner. The General Partner will delegate BXPE’s portfolio management function to Blackstone Private Investments Advisors L.L.C. (the “Investment Manager”). The Investment Manager will have discretion to make investments on behalf of BXPE and will be responsible for initiating, structuring, and negotiating BXPE’s investments, as well as actively managing each investment to seek to maximize value. The Investment Manager is a Delaware limited liability company and is registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. The General Partner or the Investment Manager will provide administration services to BXPE and are individually and collectively referred to as the “Sponsor.” Both the General Partner and Investment Manager are subsidiaries of Blackstone.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of BXPE have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Financial Services—Investment Companies Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may ultimately differ materially from those estimates. Cash and Cash Equivalents Cash and Cash Equivalents represents cash on hand, cash held in banks, money market funds and liquid investments with original maturities of three months or less. Organizational and Offering Expenses Organizational and offering costs will only be borne by BXPE when BXPE first accepts third-party Income Taxes BXPE is treated as a partnership for income tax purposes and is not subject to income taxes.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	3. Related Party Transactions Partnership Agreement BXPE has entered into a limited partnership agreement with the General Partner. Overall responsibility for BXPE’s oversight rests with the General Partner, subject to certain oversight rights held by BXPE’s Board of Directors. The General Partner will delegate BXPE’s portfolio management function to the Investment Manager. Performance Participation Allocation The General Partner, or any other entity designated by the General Partner, will be allocated a performance participation (“Performance Participation Allocation”) by BXPE equal to 12.5% of total return subject to a 5% annual hurdle amount and a high water mark with 100% catch-up. pro-rating Investment Management Agreement BXPE intends to enter into an investment management agreement with the Investment Manager (the “Investment Management Agreement”). Management Fee In consideration for its services, BXPE will pay the Investment Manager a management fee (the “Management Fee”) equal to 1.25% of BXPE’s net asset value (“NAV”) per year payable monthly, before giving effect to any accruals for the Management Fee, servicing fees related to BXPE’s Class S and Class D Units, Performance Participation Allocation, pending unit repurchases, any distributions and without taking into account accrued and unpaid taxes of any intermediate entity through which BXPE indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month. The Management Fee will be calculated by the Sponsor. The Investment Manager may elect to receive the Management Fee in cash, Units and/or shares or units of intermediate entities. If the Management Fee is paid in Units, such Units may be repurchased at the Investment Manager’s request and will be subject to certain limitations. Additionally, the Investment Manager may separately elect for the Management Fee to be paid (in whole or in part) to an affiliate of the Investment Manager in satisfaction of Management Fee amounts owed to the Investment Manager in connection with services provided by such affiliate to BXPE and/or any intermediate entity. The Investment Manager has agreed to waive the Management Fee for the first six months following the date on which BXPE first accepts third-party investors and commences investment operations. Dealer Manager Agreement BXPE intends to enter into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Blackstone Securities Partners L.P. (the “Dealer Manager”), a broker-dealer registered with the SEC under the Exchange Act and a member of the Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, the Dealer Manager will manage BXPE’s relationships with third-party brokers engaged by the Dealer Manager to participate in the distribution of Units, which are referred to as participating brokers, and financial advisors. The Dealer Manager will also coordinate BXPE’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of BXPE’s offering, its investment strategies, material aspects of its operations and subscription procedures. The Dealer Manager will be entitled to receive unitholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of BXPE’s NAV attributable to Class S Units as of the beginning of the last calendar day of the month. The Dealer Manager will be entitled to receive unitholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of BXPE’s NAV attributable to Class D Units as of the beginning of the last calendar day of the month. In calculating the servicing fee, BXPE will use the NAV before giving effect to any accruals for the servicing fee, repurchases, if any, for that month and distributions payable on BXPE’s Units. There will not be unitholder servicing fees with respect to Class I Units. The unitholder servicing fees will be payable to the Dealer Manager, but the Dealer Manager anticipates that all or a portion of such fees will be retained by, or reallowed (paid) to, participating brokers or other financial intermediaries. See Note 5. “Net Assets” for further details. Feeder Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder”), a Cayman Islands limited partnership, is a feeder vehicle for BXPE. The Feeder was established to allow certain investors with particular tax characteristics, such as tax-exempt non-U.S. BXPE Lux BXPE will invest alongside Blackstone Private Equity Strategies Fund SICAV, a Luxembourg alternative investment fund available to individual investors primarily domiciled in countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions (together with its master fund, feeder funds, parallel funds and other related entities, “BXPE Lux”). While BXPE and BXPE Lux have substantially similar investment objectives and strategies and are expected to have highly overlapping investment portfolios and together form the “BXPE Fund Program,” BXPE and BXPE Lux will be operated as distinct investment structures. Affiliates The General Partner, Investment Manager, Dealer Manager, Feeder, and BXPE Lux are affiliates of BXPE.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	4. Commitments and Contingencies Commitments The Investment Manager has agreed to advance organizational and offering expenses, other than subscription fees and servicing fees related to Class S and Class D Units, on BXPE’s behalf through the first anniversary of the date on which BXPE first accepts third-party third-party

Net Assets

Net Assets	3 Months Ended
	Mar. 31, 2023
Net Asset [Abstract]
Net Assets	5. Net Assets In connection with its formation, BXPE has the authority to issue an unlimited number of Units of each Unit Class. BXPE expects to offer three classes of limited partnership Units: Class S, Class D, and Class I Units. The purchase price per Unit of each Class is equal to the NAV per Unit for such Class as of the last calendar day of the immediately preceding month. Until BXPE has determined its first NAV, the subscription price for Units will be $25.00 per unit plus applicable subscription fees. It is expected that the NAV for each Unit Class will first be determined as of the end of the first full month after BXPE has accepted third-party investors and commenced investment operations. Thereafter, the NAV for each Unit Class will be calculated monthly by the Sponsor. The NAV will be based on the month-end Certain financial intermediaries through which a Unitholder is placed in BXPE may charge the unitholder upfront selling commissions, placement fees, subscription fees or similar fees (“Subscription Fees”) of up to (a) 3.5% of NAV on Class S Units and (b) 1.5% of NAV on Class D Units sold in the offering. These Subscription Fees are paid by the Unitholder outside of its investment in BXPE and not reflected in BXPE’s NAV. On June 15, 2022, the Investment Manager purchased 4,000 Class I Units at a price of $25.00 per unit as its initial capital. As of March 31, 2023, the Investment Manager was BXPE’s only Unitholder.

Warehousing Agreement

Warehousing Agreement	3 Months Ended
	Mar. 31, 2023
Warehousing Agreement [Abstract]
Warehousing Agreement	6. Warehousing Agreement On November 4, 2022, BXPE, BXPE Lux and Blackstone Private Investments Advisors L.L.C., in its capacity as investment manager, on behalf of and not for its own account, of (a) BXPE and (b) BXPE Lux (together with BXPE, the “BXPE Funds”) entered into a Warehousing Agreement (the “Warehousing Agreement”) with Blackstone Holdings Finance Co. L.L.C. (“Finco”), a subsidiary of Blackstone. Under the Warehousing Agreement, in connection with the launch of the BXPE Fund Program, Finco has agreed to acquire certain investments that have been approved by the Investment Manager and the BXPE Funds’ investment committee up to an aggregate invested equity amount of $500 million (or such higher amount as is agreed between the parties), subject in each case, to Finco’s approval at the time of acquisition (each, an “Approved Warehoused Investment”). Finco has agreed to subsequently transfer each Approved Warehoused Investment to the BXPE Funds, and the BXPE Funds have agreed to acquire such investments from Finco, on the terms described in the Warehousing Agreement following the point or points in time at which the BXPE Funds have sufficient capital to acquire such investments, as determined by the Investment Manager in its sole discretion (each such date, a “Warehouse Closing Date”). On each Warehouse Closing Date, the BXPE Funds will acquire from Finco each funded Approved Warehoused Investment selected by the Investment Manager for such Warehouse Closing Date at a price equal to the cost of such Approved Warehoused Investment paid by Finco plus an amount equal to an annualized rate of 5% measured over the period from the date the Approved Warehoused Investment was acquired by Finco to the applicable Warehouse Closing Date. The Investment Manager will determine in its sole discretion which and what portions of Approved Warehoused Investments that BXPE and BXPE Lux will acquire on each Warehouse Closing Date. Finco will continue to provide committed funding for Approved Warehoused Investments until the applicable Warehouse Closing Date, unless extended by the mutual agreement of the parties. Each of the BXPE Funds will bear its proportionate (a) fees, costs and expenses, if any, incurred in developing, negotiating and structuring any Approved Warehoused Investment that is transferred to BXPE and/or BXPE Lux and (b) broken deal expenses. The term of the Warehousing Agreement shall be for one year, unless extended by the mutual agreement of the parties.

Line of Credit Agreement

Line of Credit Agreement	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Line of Credit Agreement	7. Line of Credit Agreement On November 4, 2022, the BXPE Funds entered into an unsecured, uncommitted line of credit (“Line of Credit”) up to a maximum amount of $300 million with Finco. The Line of Credit expires on November 4, 2023, subject to one-year pre-payment

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events There have been no events since March 31, 2023 that require recognition or disclosure in the Consolidated Financial Statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of BXPE have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Financial Services—Investment Companies
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may ultimately differ materially from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and Cash Equivalents represents cash on hand, cash held in banks, money market funds and liquid investments with original maturities of three months or less.
Organizational and Offering Expenses	Organizational and Offering Expenses Organizational and offering costs will only be borne by BXPE when BXPE first accepts third-party
Income Taxes	Income Taxes BXPE is treated as a partnership for income tax purposes and is not subject to income taxes.

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2023
Related Party Transaction [Line Items]
Percentage of performance participation allocation	12.50%
Percentage of annual hurdle amount	5%
Related party transaction, rate	100%
Percentage of management fee of entity net asset value	1.25%
Dealer Manager | Dealer Manager Agreement | Maximum
Related Party Transaction [Line Items]
Percentage of annual rate on monthly servicing fee	0.85%
Dealer Manager | Dealer Manager Agreement | Minimum
Related Party Transaction [Line Items]
Percentage of annual rate on monthly servicing fee	0.25%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Investment Manager | Offering Expenses
Commitments and Contingencies Disclosure [Line Items]
Related party transaction, amounts of transaction	$ 5.2

Net Assets - Additional Informa

Net Assets - Additional Information (Detail) - $ / shares	Jun. 15, 2022	Mar. 31, 2023	Dec. 31, 2022
Net Asset [Line Items]
Net asset value per share	$ 25	$ 25	$ 25
Stock issued during period, shares, new issues	4,000
Class S Units
Net Asset [Line Items]
Investment owned, percent of net assets		3.50%
Class D Units
Net Asset [Line Items]
Investment owned, percent of net assets		1.50%

Warehousing Agreement - Additio

Warehousing Agreement - Additional Information (Detail) - Warehouse Agreement $ in Millions	Nov. 04, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investments	$ 500
Annualized Rate	5%

Line of Credit Agreement - Addi

Line of Credit Agreement - Additional Information (Detail) $ in Millions	Nov. 04, 2022 USD ($)
Line of Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Debt instrument interest rate	3%
Line of Credit
Line of Credit Facility [Line Items]
Debt instrument, payment terms	Each advance under the Line of Credit is repayable on the earliest of (a) the expiration of the Line of Credit, (b) Finco’s demand and (c) the date on which Blackstone Private Investments Advisors L.L.C. no longer acts as investment manager to the BXPE Funds, provided that the BXPE Funds will have 180 days to make such repayment in the cases of clauses (a) and (b) and 45 days to make such repayment in the case of clause (c).
Line of credit facility, maximum borrowing capacity	$ 300