0001193125-23-013273.txt : 20230123 0001193125-23-013273.hdr.sgml : 20230123 20230123172553 ACCESSION NUMBER: 0001193125-23-013273 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230123 DATE AS OF CHANGE: 20230123 EFFECTIVENESS DATE: 20230123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Real Estate Income Trust, Inc. CENTRAL INDEX KEY: 0001662972 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 810696966 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-260168 FILM NUMBER: 23545310 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: Royal Blue Trust, Inc. DATE OF NAME CHANGE: 20160106 POS EX 1 d426585dposex.htm POS EX POS EX

As filed with the Securities and Exchange Commission on January 23, 2023

Registration No. 333-260168

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT NO. 4

TO

Form S-11

FOR REGISTRATION

UNDER

THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN

REAL ESTATE COMPANIES

 

 

Blackstone Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in Governing Instruments)

 

 

345 Park Avenue

New York, NY 10154

(212) 583-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

BX REIT Advisors L.L.C.

Leon Volchyok

345 Park Avenue

New York, NY 10154

(212) 583-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

With copies to:

 

Benjamin C. Wells

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-3577

  

Robert H. Bergdolt

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612-2350

Telephone: (919) 786-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ Registration No. 333-260168

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-260168) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

PART II

Information Not Required in the Prospectus

Item 36. Financial Statements and Exhibits.

(b) Exhibits. The following exhibits are filed as part of this registration statement:

 

Exhibit
Number		    Description
  3.1    Articles of Amendment, dated December 30, 2022 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form  8-K filed on January 6, 2023 and incorporated herein by reference)
  3.2    Articles Supplementary Designating Class C Common Stock, dated December 30, 2022 (filed as Exhibit  3.2 to the Registrant’s Current Report on Form 8-K filed on January 6, 2023 and incorporated herein by reference)
  4.1    Share Repurchase Plan (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 6, 2023 and incorporated herein by reference)
10.1    Third Amended and Restated Advisory Agreement, dated December  30, 2022, by and among Blackstone Real Estate Income Trust, Inc., BREIT Operating Partnership, L.P. and BX REIT Advisors L.L.C. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January  6, 2023 and incorporated herein by reference)
10.2    Third Amended and Restated Limited Partnership Agreement of BREIT Operating Partnership L.P., dated December  30, 2022, by and between Blackstone Real Estate Income Trust, Inc., BREIT Special Limited Partner L.P. (f/k/a BREIT Special Limited Partner L.L.C.) and the limited partners party thereto from time to time (filed as Exhibit  10.2 to the Registrant’s Current Report on Form 8-K filed on January 6, 2023 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 23, 2023.

 

Blackstone Real Estate Income Trust, Inc.
By:  

/s/ Frank Cohen

 

Frank Cohen

Chairman of the Board and

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-11 has been signed by the following persons in the following capacities on January 23, 2023.

 

Signature

   

Title

/s/ Frank Cohen

Frank Cohen

   

Chairman of the Board and Chief Executive Officer

(principal executive officer)

/s/ Anthony F. Marone, Jr.

Anthony F. Marone, Jr.

   

Chief Financial Officer and Treasurer

(principal financial officer)

/s/ Paul Kolodziej

Paul Kolodziej

   

Chief Accounting Officer

(principal accounting officer)

*

A. J. Agarwal

    Director

*

Wesley LePatner

    Director

*

Brian Kim

    Director

*

Susan Carras

    Independent Director

*

Raymond J. Beier

    Independent Director

*

Richard I. Gilchrist

    Independent Director

*

Field Griffith

    Independent Director

*

Edward Lewis

    Independent Director

 

*By:  

/s/ Frank Cohen

 

Frank Cohen

Attorney-in-fact