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Related Party Transactions
3 Months Ended
Mar. 31, 2021
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):

 

 

 

March 31, 2021

 

December 31, 2020

 

Accrued stockholder servicing fee

 

$

683,505

 

$

605,411

 

Performance participation allocation

 

 

143,215

 

 

192,648

 

Accrued management fee

 

 

25,666

 

 

22,253

 

Accrued affiliate service provider expenses

 

 

14,929

 

 

10,151

 

Advanced organization and offering costs

 

 

3,579

 

 

4,090

 

Other

 

 

25,746

 

 

53,107

 

Total

 

$

896,640

 

$

887,660

 

Accrued Stockholder Servicing Fee

The Company accrues the full amount of the future stockholder servicing fees payable to Blackstone Securities Partners L.P. (the “Dealer Manager”), a registered broker- dealer affiliated with the Adviser, 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.

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 the Company’s NAV. Under the BREIT OP agreement, the annual total return will be allocated solely to the Special Limited Partner only 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, Class I units or Class B units of BREIT OP, at the election of the Special Limited Partner. During the three months ended March 31, 2021, the Company recognized $143.2 million of Participation Allocation expense in the Company’s Condensed Consolidated Statements of Operations as the performance hurdle was achieved as of March 31, 2021. During the three months ended March 31, 2020, the Company recognized no Performance Participation Allocation expense as the performance hurdle was not achieved as of March 31, 2020.

In January 2021, the Company issued 15.5 million Class I units and 1.1 million Class B units in BREIT OP to the Special Limited Partner as payment for the 2020 performance participation allocation. Such units were issued at the NAV per unit as of December 31, 2020. Subsequent to the issuance of the Class I units and Class B units, 9.7 million of such units were redeemed for $111.9 million, and 1.1 million of such units were exchanged for unregistered Class I shares in the Company. 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. As of March 31, 2021, Blackstone and its employees, including the Company’s executive officers, continue to own shares of the Company and Class I and Class B units in BREIT OP worth an aggregate $285.1 million.

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 months ended March 31, 2021 and 2020, the Company incurred management fees of $73.1 million and $49.5 million, respectively.

During the three months ended March 31, 2021 and 2020, the Company issued 4.0 million and 2.8 million unregistered Class I shares, respectively, to the Adviser as payment for management fees. The Company also had a payable of $25.7 million and $22.3 million related to the management fees as of March 31, 2021 and December 31, 2020, respectively, which is included in Due to Affiliates on the Company’s Condensed Consolidated Balance Sheets. During April 2021, the Adviser was issued 2.2 million unregistered Class I shares as payment for the $25.7 million management fees accrued as of March 31, 2021. 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 three months ended March 31, 2021, the Adviser submitted 8.3 million Class I shares for repurchase resulting in a total repurchase of $96.9 million. The Adviser did not submit any shares for repurchase during the three months ended March 31, 2020.

Accrued affiliate service provider expenses and incentive compensation awards

For further details on the Company’s relationships with its affiliated service providers, see Note 9 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company issues incentive compensation awards to certain employees of affiliate portfolio company service providers that entitles them to receive an allocation of the Company’s total return over a certain hurdle amount, as determined by the Company, which is considered a performance condition.  If it is considered probable that the performance condition will be met, these awards are amortized over the four-year service period, as adjusted for forfeitures. As of March 31, 2021, the Company has determined it is probable that the performance condition will be met and has amortized such awards as applicable. None of Blackstone, the Adviser, or the affiliate portfolio company service providers receive any incentive compensation from the aforementioned arrangements.

The following table details the incentive compensation awards ($ in thousands):

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

Plan Year

 

Unrecognized Compensation Cost as of December 31, 2020

 

Value of New Awards Issued

 

Amortization of Compensation Cost for the Three Months Ended March 31, 2021

 

Unrecognized Compensation Cost

 

Remaining Amortization Period

 

2019

 

$

3,363

 

$

 

$

(424

)

$

2,939

 

1.8 years

 

2020

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

8,500

 

 

(531

)

 

7,969

 

3.8 years

 

 

 

$

3,363

 

$

8,500

 

$

(955

)

$

10,908

 

 

 

 

The following table details the amounts incurred for affiliate service providers during the three months ended March 31, 2021 and 2020 ($ in thousands):

 

 

Affiliate Service

 

 

Amortization of

Affiliate Service Provider

 

 

Capitalized Transaction

 

 

 

Provider Expenses

 

 

Incentive Compensation Awards

 

 

Support Services

 

 

 

Three Months Ended March 31,

 

 

Three Months Ended March 31,

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Link Industrial Properties L.L.C.

 

$

16,128

 

 

$

12,331

 

 

$

417

 

 

$

261

 

 

$

243

 

 

$

514

 

LivCor, L.L.C.

 

 

10,725

 

 

 

5,635

 

 

 

382

 

 

 

77

 

 

 

879

 

 

 

1,060

 

BRE Hotels and Resorts LLC

 

 

2,681

 

 

 

3,323

 

 

 

132

 

 

 

156

 

 

 

 

 

 

 

ShopCore Properties TRS Management LLC

 

 

1,424

 

 

 

765

 

 

 

16

 

 

 

6

 

 

 

40

 

 

 

315

 

Revantage Corporate Services, L.L.C.

 

 

653

 

 

 

488

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Office Management, L.L.C.

 

 

612

 

 

 

145

 

 

 

8

 

 

 

 

 

 

 

 

 

 

Total

 

$

32,223

 

 

$

22,687

 

 

$

955

 

 

$

500

 

 

$

1,162

 

 

$

1,889

 

Affiliate service provider expenses and incentive compensation awards are included as a component of Rental Property Operating and Hospitality 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.

 

Other

As of March 31, 2021, and December 31, 2020, the Company had $23.4 million and $50.8 million, respectively, of accrued repurchases of Class I shares due to the Adviser. Additionally, as of March 31, 2021 and December 31, 2020, the Adviser had advanced $2.3 million and $2.3 million, respectively, of expenses on the Company’s behalf for general corporate expenses provided by unaffiliated third parties.  

Affiliate Title Service Provider

During the three months ended March 31, 2021, the Company paid Lexington National Land Services $1.5 million for title services related to eight 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 9 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Captive Insurance Company

During the three months ended March 31, 2021, the Company contributed $0.3 million of capital to the captive insurance company for insurance premiums and its pro rata share of other expenses. Of this amount, $5 thousand was 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 that would otherwise be paid to third party insurance companies. The Company did not contribute any capital to the captive for the three months ended March 31, 2020.

Other

As of both March 31, 2021 and December 31, 2020, the Company had a receivable of $3.9 million from LivCor, L.L.C. and such amounts are included in Other Assets on the Company’s Condensed Consolidated Balance Sheets.