BLACKSTONE REIT Stock Price, News & Analysis

BLACKSTONE RL EST CL1 (BSTT) on Stock Titan is associated with Blackstone Real Estate Income Trust, Inc., a Maryland corporation that files reports with the U.S. Securities and Exchange Commission under Commission File Number 000-55931 and employer identification number 81-0696966. In its SEC filings, the company is often referred to as Blackstone Real Estate Income Trust, Inc. or BREIT.

According to multiple Form 8-K filings, Blackstone Real Estate Income Trust, Inc. has its principal offices in New York, New York (ZIP code 10154). The filings state that the company has no securities registered under Section 12(b) of the Securities Exchange Act of 1934, and therefore no class of stock is listed on a national securities exchange in those filings. Instead, the company conducts continuous private offerings of its common stock and related interests to accredited investors in transactions exempt from registration under the Securities Act of 1933, often relying on Section 4(a)(2) and Regulation D or Regulation S.

Business structure and share classes

The SEC filings describe Blackstone Real Estate Income Trust, Inc. as operating through an operating partnership named BREIT Operating Partnership, L.P. The company issues multiple classes of common stock, including Class I, Class S, Class S-2, Class D, Class D-2, Class T, Class T-2 and Class C common stock. Distributions per share and associated stockholder servicing fees are disclosed by class in periodic Form 8-K filings under Regulation FD Disclosure items.

Additional share classes are described in the filings. The company has designated Class L and Class L-2 common stock, each with a par value of $0.01 per share, to be offered to certain accredited investors in private offerings. The company amended its charter in Maryland to increase its authorized capital stock and to classify and designate large blocks of authorized but unissued shares as Class L and Class L-2 shares.

The filings explain that the company’s operating partnership may issue corresponding classes of Operating Partnership units, including Class T-1, Class S-1 and Class D-1 units, as well as units corresponding to the various share classes, and that these units may be issued in exchange for interests in certain real estate-related structures. The operating partnership is also described as having a Special Limited Partner that holds a performance participation interest, entitling it to allocations based on the total return of specified classes of Operating Partnership units, subject to hurdle rates and high-water marks.

Capital raising and private offerings

Several Form 8-K filings under Item 3.02 (Unregistered Sales of Equity Securities) detail unregistered sales of common stock. For example, the company reports sales of Class S-2 common shares for aggregate consideration in the millions of dollars, with the purchase price tied to net asset value per share as of specific prior dates plus applicable upfront selling commissions. The filings note that all upfront selling commissions on these Class S-2 offerings are retained by, or reallowed to, participating broker-dealers.

Other filings describe sales of Class C common stock to a feeder vehicle primarily created to hold the company’s Class I and Class C common stock. This feeder vehicle in turn offers interests in itself to certain non-U.S. persons. These transactions are described as exempt from registration under the Securities Act by virtue of Section 4(a)(2) and Regulation S.

In addition, the company has launched a Delaware Statutory Trust (DST) program. Under this program, beneficial interests in Delaware statutory trusts that hold one or more real properties are offered and sold to certain accredited investors in private offerings exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D. The filings explain that a DST property will be held in a DST and leased back by a wholly owned subsidiary of the operating partnership under a master lease guaranteed by the operating partnership. The operating partnership has a fair market value purchase option giving it the right, but not the obligation, to acquire DST interests from investors during a defined period in exchange for Operating Partnership units or, in some cases, cash.

Distributions and share repurchase plan

Multiple Form 8-K filings under Item 7.01 (Regulation FD Disclosure) describe monthly distributions declared by the company for each class of its common stock. These filings provide a table of the gross distribution, the stockholder servicing fee, and the net distribution per share for each class. They also state that net distributions are payable to stockholders of record immediately following the close of business on specified month-end dates and are paid on or about specified later dates. Distributions may be paid in cash or reinvested in additional shares for stockholders participating in the company’s distribution reinvestment plan. The filings note that Class C is generally an accumulating share class whereby its share of income will accrete into its net asset value rather than being paid as a current distribution.

The company also maintains a share repurchase plan. An 8-K filing describes an amendment to the share repurchase plan to incorporate the new Class L and Class L-2 share classes. The plan is referenced in the filing and attached as an exhibit, indicating that the company provides a mechanism for stockholders to request repurchases of their shares, subject to limitations and conditions described in the plan.

Advisory and management arrangements

Blackstone Real Estate Income Trust, Inc. has an advisory agreement with BX REIT Advisors L.L.C., referred to in the filings as the Adviser. A Sixth Amended and Restated Advisory Agreement is described in detail in one Form 8-K. Under this agreement, the company pays the Adviser a management fee based on the net asset value (NAV) attributable to various share classes and corresponding Operating Partnership units. The fee rates differ by class, with specific percentages applied to the NAV of certain classes of common stock and Operating Partnership units, and lower percentages applied to the NAV attributable to Class L and Class L-2 shares and units. The filings state that the company does not pay a management fee with respect to Class F shares or Class F Operating Partnership units.

The advisory agreement also provides that the company will reimburse the Adviser for organization and offering expenses related to the DST program, unless the Adviser has agreed to receive a fee in lieu of reimbursement. This highlights the role of the Adviser in structuring and managing the company’s capital-raising and investment programs.

The operating partnership’s Sixth Amended and Restated Limited Partnership Agreement is also summarized in the filings. It authorizes the issuance of multiple classes of Operating Partnership units, including new classes associated with the DST program, and sets out the terms of the performance participation allocation to the Special Limited Partner. The allocation is defined as a percentage of total return for specified classes, subject to a hurdle amount, high-water mark and catch-up provisions, and is measured on a calendar year basis, made quarterly and accrued monthly.

DST dealer manager and distribution arrangements

In connection with the DST program, the filings describe a DST Dealer Manager Agreement between an indirect wholly owned subsidiary of the company (referred to as the DST Sponsor), the operating partnership (with respect to certain obligations) and Blackstone Securities Partners L.P. as the DST dealer manager. Under this agreement, the DST dealer manager serves as dealer manager for DST offerings on a best efforts basis and may receive an ongoing investor servicing fee of up to a stated percentage per annum of the aggregate value of the DST property underlying certain DST interests.

The operating partnership will pay the DST dealer manager ongoing investor servicing fees in the same amounts as disclosed in the limited partnership agreement with respect to Operating Partnership units issued in connection with the fair market value purchase option, and only until any applicable fee limit set forth in agreements with participating distribution agents has been reached. The DST dealer manager agreement includes a form of selected dealer agreement to be entered into with participating broker-dealers that take part in DST offerings.

Regulatory status and filings

The SEC filings explicitly state that no securities of Blackstone Real Estate Income Trust, Inc. are registered under Section 12(b) of the Exchange Act, and the tables listing securities registered under Section 12(b) show "None" for title of each class, trading symbol and exchange. As a result, the company’s shares described in these filings are not listed on a national securities exchange in the context of those documents, and offerings referenced are private placements to accredited investors or certain non-U.S. persons.

Blackstone Real Estate Income Trust, Inc. files current reports on Form 8-K to disclose unregistered sales of equity securities, monthly distribution declarations, material definitive agreements, amendments to its charter, and other significant events such as the launch of new programs and share classes. These filings provide structured information on the company’s capital structure, advisory arrangements, distribution policies and investor programs.

How BSTT relates to Blackstone Real Estate Income Trust, Inc.

On Stock Titan, the symbol BSTT is associated with the name BLACKSTONE RL EST CL1. The SEC filings provided reference Blackstone Real Estate Income Trust, Inc. and do not explicitly mention the BSTT trading symbol. However, the filings describe multiple classes of common stock and related Operating Partnership units, as well as programs and agreements that shape the company’s capital structure and investor offerings. Users researching BSTT on Stock Titan can use this page to understand the underlying issuer’s structure, share classes, advisory relationships and the nature of its private offerings and distribution practices as disclosed in its Form 8-K reports.