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Related Party Transactions
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

11. Related Party Transactions

Management Fee

The Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash, shares of common stock, or BREIT OP units. The Adviser has elected to receive the management fee in shares of the Company’s common stock to date. During the three and nine months ended September 30, 2019, the Company incurred management fees of $29.9 million and $69.5 million, respectively.  During the three and nine months ended September 30, 2018, the Company incurred management fees of $11.8 million and $28.1 million, respectively.

During the nine months ended September 30, 2019 and 2018, the Company issued 5,288,447 and 2,220,262, respectively, unregistered Class I shares to the Adviser as payment for management fees. The Company also had a payable of $11.1 million and $5.1 million related to the management fees as of September 30, 2019 and December 31, 2018, respectively, which is included in Due to Affiliates on the Company’s Condensed Consolidated Balance Sheets. During October 2019, the Adviser was issued 971,219 unregistered Class I shares as payment for the $11.1 million management fees accrued as of September 30, 2019. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned. During the nine months ended September 30, 2019, the Adviser submitted 6,614,229 Class I shares for repurchase resulting in a total repurchase of $72.7 million. During the nine months ended September 30, 2018, the Adviser submitted 700,298 unregistered Class I shares for repurchase resulting in a total repurchase of $7.6 million.

Performance Participation Allocation

The Special Limited Partner holds a performance participation interest in BREIT OP that entitles it to receive an allocation of BREIT OP’s total return to its capital account. During the three and nine months ended September 30, 2019, the Company recognized $56.3 million and $106.4 million, respectively, of Performance Participation Allocation expense in the Company’s Condensed Consolidated Statements of Operations as the performance hurdle was achieved as of September 30, 2019. During the three and nine months ended September 30, 2018, the Company recognized $12.4 million and $29.8 million, respectively, of Performance Participation Allocation expense as the performance hurdle was achieved as of September 30, 2018.

In January 2019, the Company issued approximately 3.5 million Class I units in BREIT OP to the Special Limited Partner as payment for the 2018 performance participation allocation. Such Class I units were issued at the NAV per unit as of December 31, 2018.  Subsequent to the Class I units being issued, 0.4 million of such units were redeemed for $4.3 million and 1.1 million of such units were exchanged for unregistered Class I shares in the Company. Additionally, during the nine months ended September 30, 2019, the Special Limited Partner redeemed approximately 2.8 million Class I units in BREIT OP for $31.1 million. The remaining Class I units held by the Special Limited Partner are included in Redeemable Non-Controlling Interest on the Company’s Condensed Consolidated Balance Sheets.

Due to Affiliates

The following table details the components of due to affiliates ($ in thousands):

 

 

 

September 30, 2019

 

December 31, 2018

 

Accrued stockholder servicing fee(1)

 

$

399,100

 

$

238,496

 

Performance participation allocation

 

 

106,383

 

 

37,484

 

Accrued management fee

 

 

11,054

 

 

5,124

 

Advanced organization and offering costs

 

 

6,647

 

 

8,181

 

Accrued affiliate service provider expenses

 

 

7,316

 

 

3,115

 

Accrued affiliate incentive compensation awards

 

 

 

 

4,714

 

Other

 

 

1,660

 

 

4,467

 

Total

 

$

532,160

 

$

301,581

 

 

(1)

The Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fee and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.

 

Accrued affiliate service provider expenses and incentive compensation awards

 

In March 2019, the Company engaged Link Industrial Properties LLC (“Link”), a portfolio company owned by a Blackstone-advised fund, to provide operational services (including property management, leasing, and construction management), corporate support services (including accounting, legal, and tax), and transaction support services for the Company’s industrial assets. Prior to such time, Gateway Industrial Properties L.L.C. serviced the Company’s industrial assets. For further detail on other affiliate relationships, see Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

The following tables detail the amounts incurred for affiliate service providers during the three and nine months ended September 30, 2019 and 2018 ($ in thousands).

 

 

Affiliate Service

 

 

Affiliate Service Provider

 

 

Capitalized Transaction

 

 

 

Provider Expenses

 

 

Incentive Compensation Awards

 

 

Support Services

 

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Link Industrial Properties LLC

 

$

5,305

 

 

$

 

 

$

261

 

 

$

 

 

$

3,862

 

 

$

 

LivCor, L.L.C.

 

 

4,937

 

 

 

1,995

 

 

 

77

 

 

 

 

 

 

1,203

 

 

 

44

 

BRE Hotels and Resorts LLC

 

 

1,223

 

 

 

260

 

 

 

156

 

 

 

 

 

 

 

 

 

 

ShopCore Properties TRS Management LLC

 

 

460

 

 

 

470

 

 

 

6

 

 

 

 

 

 

300

 

 

 

 

Revantage Corporate Services, L.L.C.

 

 

348

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Gateway Industrial Properties L.L.C.

 

 

 

 

 

1,336

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

12,273

 

 

$

4,130

 

 

$

500

 

 

$

 

 

$

5,365

 

 

$

45

 

 

 

Affiliate Service

 

 

Affiliate Service Provider

 

 

Capitalized Transaction

 

 

Provider Expenses

 

 

Incentive Compensation Awards

 

 

Support Services

 

 

Nine Months Ended

September 30,

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

LivCor, L.L.C.

 

$

13,363

 

 

$

5,186

 

 

$

231

 

 

$

 

 

$

2,124

 

 

$

145

 

Link Industrial Properties LLC

 

 

8,417

 

 

 

 

 

 

546

 

 

 

 

 

 

4,862

 

 

 

 

BRE Hotels and Resorts LLC

 

 

2,964

 

 

 

578

 

 

 

468

 

 

 

 

 

 

 

 

 

 

Gateway Industrial Properties LLC

 

 

2,524

 

 

 

2,414

 

 

 

236

 

 

 

 

 

 

27

 

 

 

196

 

ShopCore Properties TRS Management LLC

 

 

1,161

 

 

 

968

 

 

 

19

 

 

 

 

 

 

315

 

 

 

 

Revantage Corporate Services, LLC

 

 

881

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

9

 

Total

 

$

29,310

 

 

$

9,215

 

 

$

1,500

 

 

$

 

 

$

7,328

 

 

$

350

 

 

Affiliate service provider expenses and portfolio company incentive compensation awards are included as a component of Rental Property Operating and Hotel Operating expense, as applicable, in the Company’s Condensed Consolidated Statements of Operations. Transaction support fees were capitalized to Investments in Real Estate on the Company’s Condensed Consolidated Balance Sheets. Neither Blackstone nor the Adviser receives any fees from the aforementioned arrangements.

The Company issued incentive compensation awards to certain employees of affiliate portfolio company service providers on January 1, 2019 that entitles them to receive an allocation of total return over a certain hurdle amount, as determined by the Company. The value of the award at January 1, 2019 was $8.0 million and will be amortized over the four year service period. As of September 30, 2019, the total unrecognized compensation cost relating to the portfolio company incentive compensation awards was $6.5 million and is expected to be recognized over a period of 3.3 years from September 30, 2019. None of Blackstone, the Adviser, or the affiliate portfolio company service providers receive any incentive compensation from the aforementioned arrangements.

The 2018 portfolio company incentive compensation awards of $4.7 million became payable on December 31, 2018 and, in January 2019, the Company issued approximately 0.4 million of fully vested Class I units in BREIT OP to certain employees of such companies.

Affiliate Title Service Provider

During the three and nine months ended September 30, 2019, the Company paid Lexington National Land Services $4.7 million and $7.5 million, respectively, for title services related to 28 investments and such costs were capitalized to Investments in Real Estate or recorded as deferred financing costs, which is a reduction to Mortgage Notes, Term Loans, and Secured Revolving Credit Facilities on the Company’s Condensed Consolidated Balance Sheets. For additional information regarding this affiliate relationship, see Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

Other

As of September 30, 2019 and December 31, 2018, the Adviser had advanced $1.7 million and $1.1 million, respectively, of expenses on the Company’s behalf for general corporate expenses provided by unaffiliated third parties. Additionally, as of December 31, 2018, the Company had $3.4 million of accrued repurchases of Class I shares due to the Adviser.

As of September 30, 2019, the Company has a receivable of $3.6 million from Livcor, L.L.C. and such amount is included in Other Assets on the Company’s Condensed Consolidated Balance Sheets.

As of September 30, 2019, the Company had a receivable of $2.9 million from funds affiliated with the Company’s Adviser for post-closing settlements related to the Jupiter 12 Industrial Portfolio acquisition. Such amount is included in Other Assets on the Company’s Condensed Consolidated Balance Sheets.