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Equity and Redeemable Non-controlling Interest
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity and Redeemable Non-controlling Interest

 

12. Equity and Redeemable Non-controlling Interest

Authorized Capital  

As of June 30, 2020, the Company had the authority to issue 10,100,000,000 shares, consisting of the following:

 

Classification

 

Number of Shares

(in thousands)

 

 

Par Value

 

Preferred Stock

 

 

100,000

 

 

$

0.01

 

Class S Shares

 

 

3,000,000

 

 

$

0.01

 

Class I Shares

 

 

6,000,000

 

 

$

0.01

 

Class T Shares

 

 

500,000

 

 

$

0.01

 

Class D Shares

 

 

500,000

 

 

$

0.01

 

Total

 

 

10,100,000

 

 

 

 

 

Common Stock

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

 

 

 

Three Months Ended June 30, 2020

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

 

Total

 

March 31, 2020

 

 

611,149

 

 

 

783,816

 

 

 

43,898

 

 

 

96,382

 

 

 

1,535,245

 

Common stock issued

 

 

25,770

 

 

 

47,450

 

 

 

1,177

 

 

 

7,329

 

 

 

81,726

 

Distribution reinvestment

 

 

5,433

 

 

 

5,132

 

 

 

352

 

 

 

844

 

 

 

11,761

 

Common stock repurchased

 

 

(10,144

)

 

 

(15,585

)

 

 

(1,470

)

 

 

(1,393

)

 

 

(28,592

)

June 30, 2020

 

 

632,208

 

 

 

820,813

 

 

 

43,957

 

 

 

103,162

 

 

 

1,600,140

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

 

Total

 

December 31, 2019

 

 

530,813

 

 

 

474,279

 

 

 

39,767

 

 

 

84,657

 

 

 

1,129,516

 

Common stock issued

 

 

124,298

 

 

 

372,282

 

 

 

5,988

 

 

 

21,438

 

 

 

524,006

 

Distribution reinvestment

 

 

9,931

 

 

 

8,820

 

 

 

649

 

 

 

1,531

 

 

 

20,931

 

Common stock repurchased

 

 

(32,834

)

 

 

(34,568

)

 

 

(2,447

)

 

 

(4,464

)

 

 

(74,313

)

June 30, 2020

 

 

632,208

 

 

 

820,813

 

 

 

43,957

 

 

 

103,162

 

 

 

1,600,140

 

Share and Unit Repurchases

For the three months ended June 30, 2020, the Company repurchased 28,591,683 shares of common stock and 136,023 BREIT OP units representing a total of $299.1 million. For the six months ended June 30, 2020, the Company repurchased 74,312,521 shares of common stock and 7,470,443 BREIT OP units representing a total of $898.9 million. The Company had no unfulfilled repurchase requests during the three or six months ended June 30, 2020.

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 tables detail the aggregate distributions declared for each applicable class of common stock for the three and six months ended June 30, 2020:

 

 

Three Months Ended June 30, 2020

 

 

 

Class S

 

Class I

 

Class T

 

Class D

 

Aggregate gross distributions declared per share of common stock

 

$

0.1577

 

$

0.1577

 

$

0.1577

 

$

0.1577

 

Stockholder servicing fee per share of common stock

 

 

(0.0224

)

 

 

 

(0.0221

)

 

(0.0065

)

Net distributions declared per share of common stock

 

$

0.1353

 

$

0.1577

 

$

0.1356

 

$

0.1512

 

 

 

 

Six Months Ended June 30, 2020

 

 

 

Class S

 

Class I

 

Class T

 

Class D

 

Aggregate gross distributions declared per share of common stock

 

$

0.3169

 

$

0.3169

 

$

0.3169

 

$

0.3169

 

Stockholder servicing fee per share of common stock

 

 

(0.0463

)

 

 

 

(0.0457

)

 

(0.0135

)

Net distributions declared per share of common stock

 

$

0.2706

 

$

0.3169

 

$

0.2712

 

$

0.3034

 

 

Redeemable Non-controlling Interest

In connection with its performance participation interest, the Special Limited Partner holds Class I units in BREIT OP. See Note 9 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 six months ended June 30, 2020 ($ in thousands):

 

 

 

Amount

 

December 31, 2019

 

$

272

 

Settlement of 2019 performance participation allocation

 

 

141,396

 

Repurchases

 

 

(83,625

)

Conversion to Class I and Class B units

 

 

(48,543

)

Conversion to Class I shares

 

 

(9,228

)

GAAP income allocation

 

 

(15

)

Distributions

 

 

(6

)

Fair value allocation

 

 

4

 

June 30, 2020

 

$

255

 

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 June 30, 2020, $21.4 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. Accordingly, the Company recorded an allocation adjustment of $0.2 million and $(0.3) million during the three and six months ended June 30, 2020, respectively, between Additional Paid-in Capital and Redeemable Non-controlling Interest.