424B3 1 breit-424b3.htm 424B3 breit-424b3.htm

 

 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-225566

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 2 DATED MAY 20, 2020

TO THE PROSPECTUS DATED APRIL 21, 2020

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Blackstone Real Estate Income Trust, Inc., dated April 21, 2020 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "we," "us," or "our" refer to Blackstone Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

 

to disclose the continuing impact of COVID-19 on our net asset value (“NAV”);

 

to disclose the transaction price for each class of our common stock as of June 1, 2020;

 

to disclose the calculation of our April 30, 2020 NAV per share for all share classes;

 

to provide an update on the status of our current public offering (the “Offering”);

 

to otherwise update the Prospectus; and

 

to include our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Continuing Impact of COVID-19 on Our NAV

The global outbreak of COVID-19 has adversely impacted global commercial activity and contributed to significant volatility in financial markets. Our thorough approach to valuations took into account changes in the investment environment as the COVID-19 situation continued to evolve.

For the month ending April 30, 2020, BREIT’s Class S NAV per share increased $0.02, from $10.46 as of March 31, 2020 to $10.48 as of April 30, 20201.This price movement was driven by mark-to-market increases in our real estate debt portfolio as pricing across securities, including CMBS, recovered modestly from significant declines in the prior month. This increase was partially offset by incremental reductions in the valuations of our hospitality, retail and, to a lesser extent, student housing properties, which represent 6%, 2% and 3% of our real estate portfolio, respectively. These moderate reductions reflected the potential of a greater prolonged recovery in these sectors due to reduced travel, decreased foot traffic resulting from store closures, increased reliance on e-commerce due to COVID-19 and potential delays in the school year.

Consistent with the prior month, property values in our real estate portfolio were impacted to account for factors relating to COVID-19, including:

 

Anticipated lower income due to reduced occupancy and rent collections

 

Slower forecasted rental growth

 

Rent relief requests, which have been modest to date

 

Reductions in projected lease-up of vacant space

 

Decreased current and future cash flows in our hospitality assets due to closures of our two full-service hotels and reduced occupancy at our select-service properties, the majority of which remain open, and the forecasted timing for operations to return to stabilization

Despite the challenges posed by COVID-19, our April rent collections for our multifamily, industrial, net lease, retail, and office properties were only 2.5% lower compared to a typical month.

For more information on our Net Asset Value Calculation and Valuation Guidelines, please refer to page 179 of the prospectus. Please also see “Risk Factors—The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and has had an adverse impact on our performance and results of operations.”

 

1

  BREIT’s Class I NAV per share increased from $10.44 to $10.45, BREIT’s Class D NAV per share increased from $10.31 to $10.35 and BREIT’s Class T NAV per share increased from $10.27 to $10.30

1

 


 

June 1, 2020 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of June 1, 2020 (and repurchases as of May 31, 2020) is as follows:

 

 

Transaction Price

(per share)

 

Class S

 

$

10.4825

 

Class I

 

$

10.4493

 

Class T

 

$

10.2997

 

Class D

 

$

10.3487

 

The June 1 transaction price for each of our share classes is equal to such class’s NAV per share as of April 30, 2020. A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

April 30, 2020 NAV per Share

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.breit.com and is made available on our toll-free, automated telephone line at (844) 702-1299. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV. All our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by our independent valuation advisor. Transactions or events have occurred since April 30, 2020 that could have a material impact on our NAV per share, upon which our transaction price is based. We have included a breakdown of the components of total NAV and NAV per share for April 30, 2020 along with the immediately preceding month.

 

Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of April 30, 2020 ($ and shares in thousands):

 

Components of NAV

 

April 30, 2020

 

Investments in real estate

 

$

31,519,556

 

Investments in real estate debt

 

 

4,364,537

 

Investments in unconsolidated entities

 

 

862,163

 

Cash and cash equivalents

 

 

364,646

 

Restricted cash

 

 

448,122

 

Other assets

 

 

547,710

 

Mortgage notes, term loans, and revolving credit facilities, net

 

 

(17,928,569

)

Secured financings on investments in real estate debt

 

 

(2,417,098

)

Subscriptions received in advance

 

 

(147,594

)

Other liabilities

 

 

(699,694

)

Accrued performance participation allocation

 

 

 

Management fee payable

 

 

(17,454

)

Accrued stockholder servicing fees (1)

 

 

(5,089

)

Non-controlling interests in joint ventures

 

 

(236,183

)

Net asset value

 

$

16,655,053

 

Number of outstanding shares/units

 

 

1,593,533

 

_______________________________________

 

(1)

Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of April 30, 2020, the Company has accrued under GAAP $554.5 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.

2

 


 

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2020 ($ and shares/units in thousands, except per share/unit data):

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Third-party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

 

 

 

 

Class S

 

Class I

 

Class T

 

Class D

 

Partnership

 

 

 

 

NAV Per Share/Unit

 

Shares

 

Shares

 

Shares

 

Shares

 

Units(1)

 

Total

 

Net asset value

 

$

6,483,218

 

$

8,448,593

 

$

460,017

 

$

1,035,520

 

$

227,705

 

$

16,655,053

 

Number of outstanding shares/units

 

 

618,483

 

 

808,533

 

 

44,663

 

 

100,063

 

 

21,791

 

 

1,593,533

 

NAV Per Share/Unit as of April 30, 2020

 

$

10.4825

 

$

10.4493

 

$

10.2997

 

$

10.3487

 

$

10.4493

 

 

 

 

_______________________________________

 

 

(1)

Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partner, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the April 30, 2020 valuations, based on property types. Once we own more than one office property we will include the key assumptions for such property type.

Property Type

 

Discount Rate

 

 

Exit Capitalization Rate

 

Multifamily(1)

 

7.7%

 

 

5.3%

 

Industrial

 

7.2%

 

 

5.7%

 

Net lease

 

7.6%

 

 

6.6%

 

Hotel

 

9.2%

 

 

9.4%

 

Retail

 

7.7%

 

 

6.1%

 

Other(2)

 

7.3%

 

 

6.8%

 

____________

 

(1)

Multifamily includes student housing and manufactured housing.

 

(2)

Other includes self-storage.

These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

 

 

 

 

Multifamily

 

Industrial

 

Net lease

 

Hotel

 

Retail

 

Other

 

 

 

Hypothetical

 

Investment

 

Investment

 

Investment

 

Investment

 

Investment

 

Investment

 

Input

 

Change

 

Values

 

Values

 

Values

 

Values

 

Values

 

Values

 

Discount Rate

 

0.25% decrease

 

+1.9%

 

+1.7%

 

+1.8%

 

+1.9%

 

+1.8%

 

+1.8%

 

(weighted average)

 

0.25% increase

 

(1.9%)

 

(2.1%)

 

(1.7%)

 

(1.9%)

 

(1.8%)

 

(1.7%)

 

Exit Capitalization Rate

 

0.25% decrease

 

+3.1%

 

+2.7%

 

+2.1%

 

+1.6%

 

+2.6%

 

+2.1%

 

(weighted average)

 

0.25% increase

 

(2.8%)

 

(3.0%)

 

(2.0%)

 

(1.5%)

 

(2.4%)

 

(1.9%)

 

3

 


 

Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common stockholders, as well as the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partner and Class B unit holders. The following table provides a breakdown of the major components of our total NAV as of March 31, 2020 ($ and shares in thousands):

Components of NAV

 

March 31, 2020

 

Investments in real estate

 

$

31,366,743

 

Investments in real estate debt

 

 

4,293,600

 

Investments in unconsolidated entities

 

 

852,297

 

Cash and cash equivalents

 

 

738,553

 

Restricted cash

 

 

948,610

 

Other assets

 

 

611,644

 

Mortgage notes, term loans, and revolving credit facilities, net

 

 

(18,027,301

)

Secured financings on investments in real estate debt

 

 

(2,516,313

)

Subscriptions received in advance

 

 

(290,535

)

Other liabilities

 

 

(1,468,216

)

Accrued performance participation allocation

 

 

 

Management fee payable

 

 

(17,028

)

Accrued stockholder servicing fees (1)

 

 

(5,179

)

Non-controlling interests in joint ventures

 

 

(237,037

)

Net asset value

 

$

16,249,838

 

Number of outstanding shares/units

 

 

1,557,132

 

________________

 

(1)

Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of March 31, 2020, the Company has accrued under GAAP $548.9 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2020 ($ and shares/units in thousands, except per share/unit data):

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Third-party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

 

 

 

 

Class S

 

Class I

 

Class T

 

Class D

 

Partnership

 

 

 

 

NAV Per Share/Unit

 

Shares

 

Shares

 

Shares

 

Shares

 

Units(1)

 

Total

 

Net asset value

 

$

6,394,871

 

$

8,182,363

 

$

450,871

 

$

993,254

 

$

228,479

 

$

16,249,838

 

Number of outstanding shares/units

 

 

611,149

 

 

783,816

 

 

43,898

 

 

96,382

 

 

21,887

 

 

1,557,132

 

NAV Per Share/Unit as of March 31, 2020

 

$

10.4637

 

$

10.4391

 

$

10.2709

 

$

10.3054

 

$

10.4391

 

 

 

 

_____________

 

(1)

Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partnership, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

 

Status of our Current Public Offering

We are currently offering on a continuous basis up to $12.0 billion in shares of common stock, consisting of up to $10.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. As of the date of this Supplement, we had issued and sold in the Offering (i) 673,301,798 shares of our common stock (consisting of 354,636,054 Class S Shares, 225,450,091 Class I Shares, 22,406,204 Class T Shares, and 70,809,449 Class D Shares) in the primary offering for total proceeds of $7.5 billion and (ii) 31,738,268 shares of our common stock (consisting of 18,451,885 Class S Shares, 9,424,006 Class I Shares, 1,312,712 Class T Shares, and 2,549,665 Class D Shares) pursuant to our distribution reinvestment plan for a total value of $0.4 billion. As of April 30, 2020, our aggregate NAV was $16.7 billon. We intend to continue selling shares in the Offering on a monthly basis.

4

 


 

Updates to the Prospectus

Prospectus Summary

The following supersedes and replaces the seventh question and the thirty-second question in the section of the Prospectus entitled “Prospectus Summary” and all similar disclosure in the Prospectus:

 

Q: Why do you make real estate debt investments in addition to real estate investments?

A: Our real estate debt strategy is focused on generating current income and contributing to our overall net returns. Alongside our credit facilities and operating cash flow, our real estate debt investments may provide an additional source of liquidity. These liquidity sources are collectively used for cash management, satisfying any stock repurchases under our share repurchase plan and other purposes.  We use the Blackstone Real Estate Debt Strategies team to assist with this portion of the portfolio. The Blackstone Real Estate Debt Strategies team leverages the competitive advantages of the broader Blackstone Real Estate platform and its own proprietary investment models to seek attractive real estate debt investment opportunities throughout the capital structure.

 

Q: Can I request that my shares be repurchased?

A: Our approach to portfolio construction is to maintain a portfolio of at least 80% income-generating, stabilized real estate investments and up to 20% in real estate debt investments, cash, cash equivalents and other short-term investments. Real estate investments cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. The real estate debt portfolio was designed as a feature of our investment program to provide current income and contribute to our overall net returns and, alongside our credit facilities and operating cash flow, as an additional source of liquidity for our share repurchase plan, cash management and other purposes. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of our common stock or Operating Partnership units to the Special Limited Partner), and we have no limits on the amounts we may pay from such sources. Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in real estate or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our board of directors may make exceptions to, modify, suspend or terminate our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests. See “Share Repurchases—Repurchase Limitations.”

Investment Objectives and Strategies

The following supersedes and replaces the fifth paragraph in the section of the Prospectus entitled “Investment Objectives and Strategies—Investment Strategy” and all similar disclosure in the Prospectus:

 

Our real estate debt strategy is focused on generating current income and contributing to our overall net returns. Alongside our credit facilities and operating cash flow, our real estate debt investments may provide an additional source of liquidity. These liquidity sources are collectively used for cash management, satisfying any stock repurchases under our share repurchase plan and other purposes. We use the Blackstone Real Estate Debt Strategies team to assist in this portion of the portfolio. The Blackstone Real Estate Debt Strategies team leverages the competitive advantages of the broader Blackstone Real Estate platform and its own proprietary investment models to seek attractive real estate debt investment opportunities throughout the capital structure.

The heading of the section of the Prospectus entitled “Investment Objectives and Strategies—Investment Guidelines and Portfolio Allocation Targets” is amended and replaced with “Investment Objectives and Strategies—Investment Guidelines and Portfolio Allocation.”

The following supersedes and replaces the section of the Prospectus entitled “Investment Objectives and Strategies—Temporary Strategies” and all similar disclosure in the Prospectus:

 

During periods in which the Adviser determines that economic or market conditions are unfavorable to investors and a defensive strategy would benefit us, we may temporarily depart from our investment strategy. During these periods, subject to compliance with the Investment Company Act, we may deviate from our investment guideline of investing at least 80% of our assets in real estate and/or up to 20% of our assets in real estate debt, or invest all or any portion of our assets in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities; non-U.S. government securities that have received the highest investment grade credit

5

 


 

rating; certificates of deposit issued against funds deposited in a bank or a savings and loan association; commercial paper; bankers’ acceptances; fixed time deposits; shares of money market funds; credit-linked notes; repurchase agreements with respect to any of the foregoing; or any other fixed income securities that the Adviser considers consistent with this strategy. During these periods, we may also determine to pay down certain of our indebtedness and have indebtedness below our target leverage or we may borrow more to provide for additional liquidity causing us to exceed our target leverage. It is impossible to predict when, or for how long, the Adviser will use these alternative strategies. There can be no assurance that such strategies will be successful.

Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2020

 

On May 15, 2020, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.

 


6

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                  TO                 

Commission File Number: 000-55931

 

 

Blackstone Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

 

Maryland

81-0696966

(State or other jurisdiction of

incorporation or organization)

345 Park Avenue

New York, NY

(Address of principal executive offices)

(I.R.S. Employer

Identification No.)

 

10154

(Zip Code)

Registrant’s telephone number, including area code: (212) 583-5000

 


Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

 

 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

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.

 

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 13(a) of the Exchange Act.    Yes       No  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of May 15, 2020, the issuer had the following shares outstanding: 628,957,103 shares of Class S common stock, 813,407,202 shares of Class I common stock, 44,880,370 shares of Class T common stock, and 101,746,152 shares of Class D common stock.

 

 

 

 


 

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

1

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

1

 

 

 

 

Condensed Consolidated Financial Statements (Unaudited):

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019

1

 

 

 

 

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019

2

 

 

 

 

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2020 and 2019

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements

6

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

24

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

45

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

45

 

 

 

PART II.

OTHER INFORMATION

46

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

46

 

 

 

ITEM 1A.

RISK FACTORS

46

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

47

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

48

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

48

 

 

 

ITEM 5.

OTHER INFORMATION

48

 

 

 

ITEM 6.

EXHIBITS

49

 

 

 

SIGNATURES

50

 

 

 

 

 


 

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Blackstone Real Estate Income Trust, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

Investments in real estate, net

 

$

28,811,356

 

 

$

26,326,868

 

Investments in unconsolidated entities

 

 

809,452

 

 

 

 

Investments in real estate debt

 

 

4,293,600

 

 

 

4,523,260

 

Cash and cash equivalents

 

 

738,553

 

 

 

204,269

 

Restricted cash

 

 

948,610

 

 

 

905,433

 

Other assets

 

 

1,462,134

 

 

 

1,079,993

 

Total assets

 

$

37,063,705

 

 

$

33,039,823

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Mortgage notes, term loans, and secured revolving credit facilities, net

 

$

18,093,242

 

 

$

16,929,659

 

Repurchase agreements

 

 

2,516,313

 

 

 

3,092,137

 

Unsecured revolving credit facilities

 

 

 

 

 

 

Due to affiliates

 

 

581,487

 

 

 

690,143

 

Accounts payable, accrued expenses, and other liabilities

 

 

2,034,575

 

 

 

1,692,087

 

Total liabilities

 

 

23,225,617

 

 

 

22,404,026

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

Redeemable non-controlling interests

 

 

22,486

 

 

 

21,149

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share, 100,000 shares authorized; no shares issued

   and outstanding as of March 31, 2020 and December 31, 2019

 

 

 

 

 

 

Common stock — Class S shares, $0.01 par value per share, 3,000,000 shares authorized;

   611,149 and 530,813 shares issued and outstanding as of March 31, 2020 and

   December 31, 2019, respectively

 

 

6,111

 

 

 

5,308

 

Common stock — Class I shares, $0.01 par value per share, 6,000,000 shares authorized;

   783,816 and 474,279 shares issued and outstanding as of March 31, 2020 and

   December 31, 2019, respectively

 

 

7,830

 

 

 

4,743

 

Common stock — Class T shares, $0.01 par value per share, 500,000 shares authorized;

   43,898 and 39,767 shares issued and outstanding as of March 31, 2020 and

   December 31, 2019, respectively

 

 

439

 

 

 

398

 

Common stock — Class D shares, $0.01 par value per share, 500,000 shares authorized;

   96,382 and 84,657 shares issued and outstanding as of March 31, 2020 and

   December 31, 2019, respectively

 

 

964

 

 

 

847

 

Additional paid-in capital

 

 

16,278,758

 

 

 

11,716,721

 

Accumulated deficit and cumulative distributions

 

 

(2,830,046

)

 

 

(1,422,885

)

Total stockholders' equity

 

 

13,464,056

 

 

 

10,305,132

 

    Non-controlling interests attributable to third party joint ventures

 

 

161,305

 

 

 

157,795

 

    Non-controlling interests attributable to BREIT OP unitholders

 

 

190,241

 

 

 

151,721

 

Total equity

 

 

13,815,602

 

 

 

10,614,648

 

Total liabilities and equity

 

$

37,063,705

 

 

$

33,039,823

 

 

See accompanying notes to condensed consolidated financial statements.

1


 

Blackstone Real Estate Income Trust, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

 

 

Three Months Ended March 31,

 

 

2020

 

 

2019

 

Revenues

 

 

 

 

 

 

 

Rental revenue

$

532,095

 

 

$

212,197

 

Hotel revenue

 

127,472

 

 

 

75,266

 

Other revenue

 

15,315

 

 

 

9,628

 

Total revenues

 

674,882

 

 

 

297,091

 

Expenses

 

 

 

 

 

 

 

Rental property operating

 

168,388

 

 

 

87,811

 

Hotel operating

 

99,306

 

 

 

51,320

 

General and administrative

 

27,910

 

 

 

3,181

 

Management fee

 

49,502

 

 

 

17,177

 

Performance participation allocation

 

 

 

 

20,163

 

Depreciation and amortization

 

328,805

 

 

 

139,479

 

Total expenses

 

673,911

 

 

 

319,131

 

Other income (expense)

 

 

 

 

 

 

 

Income from unconsolidated entities

 

13,269

 

 

 

 

Income (loss) from investments in real estate debt

 

(1,016,147

)

 

 

61,683

 

Net gain on disposition of real estate

 

371

 

 

 

 

Interest income

 

1,747

 

 

 

194

 

Interest expense

 

(188,504

)

 

 

(91,587

)

Loss on extinguishment of debt

 

(1,237

)

 

 

 

Other income (expense)

 

(27,620

)

 

 

1,654

 

Total other income (expense)

 

(1,218,121

)

 

 

(28,056

)

Net loss

$

(1,217,150

)

 

$

(50,096

)

Net loss attributable to non-controlling interests in third party joint ventures

$

237

 

 

$

2,036

 

Net loss attributable to non-controlling interests in BREIT OP

 

16,826

 

 

 

1,214

 

Net loss attributable to BREIT stockholders

$

(1,200,087

)

 

$

(46,846

)

Net loss per share of common stock — basic and diluted

$

(0.86

)

 

$

(0.10

)

Weighted-average shares of common stock outstanding, basic and diluted

 

1,399,514

 

 

 

488,760

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

2


 

Blackstone Real Estate Income Trust, Inc.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

controlling

 

 

controlling

 

 

 

 

 

 

 

Par Value

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Interests

 

 

Interests

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Common

 

 

Common

 

 

Additional

 

 

Deficit and

 

 

Total

 

 

Attributable

 

 

Attributable

 

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Paid-in

 

 

Cumulative

 

 

Stockholders'

 

 

to Third Party

 

 

to BREIT OP

 

 

Total

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

 

Capital

 

 

Distributions

 

 

Equity

 

 

Joint Ventures

 

 

Unitholders

 

 

Equity

 

Balance at December 31, 2019

 

$

5,308

 

 

$

4,743

 

 

$

398

 

 

$

847

 

 

$

11,716,721

 

 

$

(1,422,885

)

 

$

10,305,132

 

 

$

157,795

 

 

$

151,721

 

 

$

10,614,648

 

Common stock issued

 

 

985

 

 

 

3,239

 

 

 

48

 

 

 

141

 

 

 

5,070,844

 

 

 

 

 

 

5,075,257

 

 

 

 

 

 

 

 

 

5,075,257

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(97,799

)

 

 

 

 

 

(97,799

)

 

 

 

 

 

 

 

 

(97,799

)

Distribution reinvestment

 

 

45

 

 

 

37

 

 

 

3

 

 

 

7

 

 

 

104,830

 

 

 

 

 

 

104,922

 

 

 

 

 

 

 

 

 

104,922

 

Common stock/units repurchased

 

 

(227

)

 

 

(190

)

 

 

(10

)

 

 

(31

)

 

 

(515,429

)

 

 

 

 

 

(515,887

)

 

 

 

 

 

(335

)

 

 

(516,222

)

Amortization of compensation awards

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

99

 

 

 

 

 

 

100

 

 

 

 

 

 

500

 

 

 

600

 

Net loss ($700 allocated to redeemable non-controlling interests)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,200,087

)

 

 

(1,200,087

)

 

 

443

 

 

 

(16,806

)

 

 

(1,216,450

)

Distributions declared on common stock ($0.1592 gross per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(207,074

)

 

 

(207,074

)

 

 

 

 

 

 

 

 

(207,074

)

Contributions from non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,255

 

 

 

58,636

 

 

 

67,891

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,188

)

 

 

(3,475

)

 

 

(9,663

)

Allocation to redeemable non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(508

)

 

 

 

 

 

(508

)

 

 

 

 

 

 

 

 

(508

)

Balance at March 31, 2020

 

$

6,111

 

 

$

7,830

 

 

$

439

 

 

$

964

 

 

$

16,278,758

 

 

$

(2,830,046

)

 

$

13,464,056

 

 

$

161,305

 

 

$

190,241

 

 

$

13,815,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

controlling

 

 

controlling

 

 

 

 

 

 

 

Par Value

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Interests

 

 

Interests

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Common

 

 

Common

 

 

Additional

 

 

Deficit and

 

 

Total

 

 

Attributable

 

 

Attributable

 

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Paid-in

 

 

Cumulative

 

 

Stockholders'

 

 

to Third Party

 

 

to BREIT OP

 

 

Total

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

 

Capital

 

 

Distributions

 

 

Equity

 

 

Joint Ventures

 

 

Unitholders

 

 

Equity

 

Balance at December 31, 2018

 

$

2,770

 

 

$

1,083

 

 

$

233

 

 

$

304

 

 

$

4,327,444

 

 

$

(587,548

)

 

$

3,744,286

 

 

$

75,592

 

 

$

95,076

 

 

$

3,914,954

 

Common stock issued

 

 

414

 

 

 

245

 

 

 

38

 

 

 

75

 

 

 

843,347

 

 

 

 

 

 

844,119

 

 

 

 

 

 

 

 

 

844,119

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50,847

)

 

 

 

 

 

(50,847

)

 

 

 

 

 

 

 

 

(50,847

)

Distribution reinvestment

 

 

24

 

 

 

11

 

 

 

2

 

 

 

2

 

 

 

41,995

 

 

 

 

 

 

42,034

 

 

 

 

 

 

 

 

 

42,034

 

Common stock repurchased

 

 

(18

)

 

 

(18

)

 

 

(6

)

 

 

 

 

 

(45,468

)

 

 

 

 

 

(45,510

)

 

 

 

 

 

 

 

 

(45,510

)

Amortization of restricted stock grant

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

99

 

 

 

 

 

 

100

 

 

 

 

 

 

500

 

 

 

600

 

Net loss ($277 allocated to redeemable non-controlling interest)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,846

)

 

 

(46,846

)

 

 

(2,036

)

 

 

(937

)

 

 

(49,819

)

Distributions declared on common stock ($0.1582 gross per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(69,542

)

 

 

(69,542

)