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Equity and Redeemable Non-controlling Interest
9 Months Ended
Sep. 30, 2019
Equity [Abstract]  
Equity and Redeemable Non-controlling Interest

10. Equity and Redeemable Non-controlling Interest

Authorized Capital  

During the third quarter of 2019, the Company’s charter was amended to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 for each of the Class S and Class I common stock.

Common Stock

The following table details the movement in the Company’s outstanding shares of common stock (in thousands):

 

 

 

Nine Months Ended September 30, 2019

 

 

 

Class S

 

 

Class T

 

 

Class D

 

 

Class I

 

 

Total

 

December 31, 2018

 

 

276,989

 

 

 

23,313

 

 

 

30,375

 

 

 

108,261

 

 

 

438,938

 

Common stock issued

 

 

166,178

 

 

 

13,440

 

 

 

38,067

 

 

 

248,462

 

 

 

466,147

 

Distribution reinvestment

 

 

8,392

 

 

 

630

 

 

 

1,036

 

 

 

4,607

 

 

 

14,665

 

Common stock repurchased

 

 

(5,134

)

 

 

(824

)

 

 

(330

)

 

 

(8,367

)

 

 

(14,655

)

Independent directors' restricted stock grant(1)

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

36

 

September 30, 2019

 

 

446,425

 

 

 

36,559

 

 

 

69,148

 

 

 

352,999

 

 

 

905,131

 

(1)

The independent directors’ restricted stock grant represents $0.1 million of the annual compensation paid to each of the independent directors. The grant is amortized over the one-year service period of such grant.

 

Share Repurchase Plan

For the nine months ended September 30, 2019, the Company repurchased 14,655,194 shares of common stock and 64,393 BREIT OP units representing a total of $161.5 million. The Company had no unfulfilled repurchase requests during the nine months ended September 30, 2019.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code.

Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common stock for the nine months ended September 30, 2019:

 

 

 

Class S

 

 

Class T

 

 

Class D

 

 

Class I

 

Aggregate gross distributions declared per share of common stock

 

$

0.4764

 

 

$

0.4764

 

 

$

0.4764

 

 

$

0.4764

 

Stockholder servicing fee per share of common stock

 

 

(0.0705

)

 

 

(0.0692

)

 

 

(0.0205

)

 

 

 

Net distributions declared per share of common stock

 

$

0.4059

 

 

$

0.4072

 

 

$

0.4559

 

 

$

0.4764

 

 

Redeemable Non-controlling Interest

In connection with its performance participation interest, the Special Limited Partner holds Class I units in BREIT OP. See Note 11 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for Class I shares in the Company or cash, at the election of the Special Limited Partner, the Company has classified these Class I units as Redeemable Non-controlling Interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets.

The following table summarizes the redeemable non-controlling interest activity related to the Special Limited Partner for the nine months ended September 30, 2019 ($ in thousands):

 

December 31, 2018

 

$

9,233

 

Settlement of 2018 performance participation allocation

 

 

37,484

 

Conversion to Class I shares

 

 

(11,620

)

Repurchases

 

 

(35,435

)

GAAP income allocation

 

 

(403

)

Distributions

 

 

(649

)

Fair value allocation

 

 

1,661

 

September 30, 2019

 

$

271

 

 

In addition to the Special Limited Partner’s interest noted above, certain of the Company’s third party joint ventures also have a redeemable non-controlling interest in such joint ventures. As of September 30, 2019, $8.7 million related to such third party joint ventures was included in Redeemable Non-controlling Interests on the Company’s Condensed Consolidated Balance Sheets.

 

The Redeemable Non-controlling Interests are recorded at the greater of their carrying amount, adjusted for their share of the allocation of income or loss and distributions, or their redemption value, which is equivalent to fair value, of such interests at the end of each measurement period. As the redemption value was greater than the adjusted carrying value for certain of the non-controlling interests at September 30, 2019, the Company recorded an allocation adjustment of $3.9 million between Additional Paid-in Capital and Redeemable Non-controlling Interest.