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Related Party Transactions
9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

9. Related Party Transactions

Due to Affiliates

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

 

 

 

September 30, 2020

 

December 31, 2019

 

Accrued stockholder servicing fee(1)

 

$

572,784

 

$

478,539

 

Accrued management fee

 

 

19,869

 

 

13,873

 

Accrued affiliate service provider expenses

 

 

4,606

 

 

6,037

 

Advanced organization and offering costs

 

 

4,602

 

 

6,136

 

Performance participation allocation

 

 

 

 

141,396

 

Other

 

 

21,175

 

 

44,162

 

Total

 

$

623,036

 

$

690,143

 

 

(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.

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, 2020, the Company incurred management fees of $57.6 million and $160.5 million, respectively. 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 nine months ended September 30, 2020 and 2019, the Company issued 13,006,077 and 5,288,447, respectively, unregistered Class I shares to the Adviser as payment for management fees. The Company also had a payable of $19.9 million and $13.9 million related to the management fees as of September 30, 2020 and December 31, 2019, respectively, which is included in Due to Affiliates on the Company’s Condensed Consolidated Balance Sheets. During October 2020, the Adviser was issued 1,778,962 unregistered Class I shares as payment for the $19.9 million management fees accrued as of September 30, 2020. 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, 2020, the Adviser submitted 8,418,835 Class I shares for repurchase resulting in a total repurchase of $89.5 million. 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.

Accrued affiliate service provider expenses and incentive compensation awards

For further details on the Company’s relationships with its affiliated service providers, see Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The Company issued incentive compensation awards to certain employees of affiliate portfolio company service providers on January 1, 2020 that entitles them to receive an allocation of total return over a certain hurdle amount, as determined by the Company (the “2020 Awards”). The Company has determined the value of the 2020 Awards to be zero. Additionally, the Company issued similar incentive compensation awards to certain employees of affiliate portfolio company service providers on January 1, 2019 (the “2019 Awards”). The value of the 2019 Awards at January 1, 2019 was $8.0 million and will be amortized over the four year service period, as adjusted for forfeitures. As of September 30, 2020, the total unrecognized compensation cost relating to the portfolio company incentive compensation awards was $3.8 million and is expected to be recognized over a period of 2.3 years from September 30, 2020. None of Blackstone, the Adviser, or the affiliate portfolio company service providers receive any incentive compensation from the aforementioned arrangements.

The following tables detail the amounts incurred for affiliate service providers during the three and nine months ended September 30, 2020 and 2019 ($ 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,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Link Industrial Properties L.L.C.

 

$

13,312

 

 

$

5,305

 

 

$

(16

)

 

$

261

 

 

$

2,373

 

 

$

3,862

 

LivCor, L.L.C.

 

 

7,150

 

 

 

4,937

 

 

 

(5

)

 

 

77

 

 

 

772

 

 

 

1,203

 

BRE Hotels and Resorts LLC

 

 

4,012

 

 

 

1,223

 

 

 

(9

)

 

 

156

 

 

 

 

 

 

 

ShopCore Properties TRS Management LLC

 

 

1,411

 

 

 

460

 

 

 

(1

)

 

 

6

 

 

 

107

 

 

 

300

 

Revantage Corporate Services, L.L.C.

 

 

440

 

 

 

348

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Office Management, L.L.C.

 

 

170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gateway Industrial Properties L.L.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

26,495

 

 

$

12,273

 

 

$

(31

)

 

$

500

 

 

$

3,252

 

 

$

5,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Link Industrial Properties L.L.C.

 

$

39,334

 

 

$

8,417

 

 

$

505

 

 

$

546

 

 

$

2,926

 

 

$

4,862

 

LivCor, L.L.C.

 

 

19,474

 

 

 

13,363

 

 

 

149

 

 

 

231

 

 

 

2,533

 

 

 

2,124

 

BRE Hotels and Resorts LLC

 

 

11,661

 

 

 

2,964

 

 

 

303

 

 

 

468

 

 

 

 

 

 

 

ShopCore Properties TRS Management LLC

 

 

3,532

 

 

 

1,161

 

 

 

12

 

 

 

19

 

 

 

422

 

 

 

315

 

Revantage Corporate Services, L.L.C.

 

 

1,397

 

 

 

881

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Office Management, L.L.C.

 

 

465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gateway Industrial Properties L.L.C.

 

 

 

 

 

2,524

 

 

 

 

 

 

236

 

 

 

 

 

 

27

 

Total

 

$

75,863

 

 

$

29,310

 

 

$

969

 

 

$

1,500

 

 

$

5,881

 

 

$

7,328

 

Affiliate service provider expenses and 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 service 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.

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. Total return is defined as distributions paid or accrued plus the change in NAV. Under the BREIT OP agreement, the annual total return will be allocated solely to the Special Limited Partner after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other unit holders is equal to 12.5% and 87.5%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 12.5% of the annual total return. The allocation of the performance participation interest is ultimately determined at the end of each calendar year and will be paid in cash or Class I units of BREIT OP, at the election of the Special Limited Partner. During the three and nine months ended September 30, 2020, the Company recognized no Performance Participation Allocation expense in the Company’s Condensed Consolidated Statements of Operations as the performance hurdle was not achieved as of September 30, 2020. 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 as the performance hurdle was achieved as of September 30, 2019.

In January 2020, the Company issued approximately 11.7 million Class I units and 0.7 million Class B units in BREIT OP to the Special Limited Partner as payment for the 2019 performance participation allocation. Such units were issued at the NAV per unit as of December 31, 2019.  Subsequent to the Class I and Class B units being issued, 7.3 million of such units were redeemed for $83.6 million and 0.8 million of such units were exchanged for unregistered Class I shares in the Company. As of September 30, 2020, Blackstone and its employees, including the Company’s executive officers, continue to own an aggregate of $225.9 million worth of shares of the Company and Class I and Class B units in BREIT OP. 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.

 

Other

As of September 30, 2020, and December 31, 2019, the Company had $18.9 million and $42.1 million, respectively, of accrued repurchases of Class I shares due to the Adviser. Additionally, as of September 30, 2020 and December 31, 2019, the Adviser had advanced $2.2 million and $2.0 million, respectively, of expenses on the Company’s behalf for general corporate expenses provided by unaffiliated third parties.  

Affiliate Title Service Provider

During the nine months ended September 30, 2020, the Company paid Lexington National Land Services $2.6 million for title services related to 20 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, 2019.

Captive Insurance Company

On July 28, 2020, the Company became a member of a captive insurance company owned by the Company and other funds and accounts managed by Blackstone. A Blackstone affiliate provides oversight and management services to the captive and receives fees based on a percentage of premiums retained by it. The fees and expenses of the captive, including insurance premiums and fees paid to the Blackstone affiliate to manage it, are borne by the Company and the other Blackstone-managed funds and accounts pro rata based on estimates of insurance premiums that would have been payable for each party’s respective properties, as benchmarked by third parties.

During the three and nine months ended September 30, 2020, the Company contributed capital to the captive in amount equal to $28.4 million and $28.4 million, respectively, for insurance premiums and its pro rata share of other expenses. Of these amounts, $0.5 million and $0.5 million, respectively, were attributable to the fee paid to a Blackstone affiliate to provide oversight and management services. The capital contributed and fees paid to the captive are in place of insurance premiums and fees previously paid to third parties. The Company did not contribute any capital to the captive for the three and nine months ended September 30, 2019.

Other

As of September 30, 2020 and December 31, 2019, the Company had a receivable of $3.9 million and $3.6 million, respectively, from Livcor, L.L.C. and such amounts are included in Other Assets on the Company’s Condensed Consolidated Balance Sheets.