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Equity and Redeemable Non-controlling Interest
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Equity and Redeemable Non-controlling Interest

13. Equity and Redeemable Non-controlling Interest

Authorized Capital

As of March 31, 2021, 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 table details the movement in the Company’s outstanding shares of common stock (in thousands):

 

 

Three Months Ended March 31, 2021

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

 

Total

 

December 31, 2020

 

 

702,853

 

 

 

927,080

 

 

 

45,943

 

 

 

124,141

 

 

 

1,800,017

 

Common stock issued

 

 

81,771

 

 

 

145,218

 

 

 

1,383

 

 

 

22,621

 

 

 

250,993

 

Distribution reinvestment

 

 

5,696

 

 

 

5,835

 

 

 

337

 

 

 

1,001

 

 

 

12,869

 

Common stock repurchased

 

 

(6,799

)

 

 

(35,388

)

 

 

(548

)

 

 

(809

)

 

 

(43,544

)

Independent directors' restricted stock grant(1)

 

 

 

 

 

5

 

 

 

 

 

 

 

5

 

March 31, 2021

 

 

783,521

 

 

 

1,042,750

 

 

 

47,115

 

 

 

146,954

 

 

 

2,020,340

 

 

 

(1)

The independent directors’ restricted stock grant represents $0.1 million of the annual compensation paid to a new independent director which has been prorated for the period from January 2021 through August 2021. The grant is amortized over the service period and the shares vest in August 2021.

Share and Unit Repurchases

For the three months ended March 31, 2021, the Company repurchased 43.5 million shares of common stock and 9.8 million BREIT OP units representing a total of $508.3 million and $113.2 million, respectively. The Company had no unfulfilled repurchase requests during the three months ended March 31, 2021.

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 table details the aggregate distributions declared for each applicable class of common stock for the three months ended March 31, 2021:

 

 

Three Months Ended March 31, 2021

 

 

 

Class S

 

Class I

 

Class T

 

Class D

 

Aggregate gross distributions declared per share of common stock

 

$

0.1600

 

$

0.1600

 

$

0.1600

 

$

0.1600

 

Stockholder servicing fee per share of common stock

 

 

(0.0247

)

 

 

 

(0.0244

)

 

(0.0071

)

Net distributions declared per share of common stock

 

$

0.1353

 

$

0.1600

 

$

0.1356

 

$

0.1529

 

 

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 details the redeemable non-controlling interest activity related to the Special Limited Partner for the three months ended March 31, 2021 and 2020 ($ in thousands):

 

 

 

March 31, 2021

 

March 31, 2020

 

Balance at the beginning of the year

 

$

274

 

$

272

 

Settlement of performance participation allocation

 

 

192,648

 

 

141,396

 

Repurchases

 

 

(111,949

)

 

(83,625

)

Conversion to Class I and Class B units

 

 

(68,453

)

 

(48,543

)

Conversion to Class I shares

 

 

(12,246

)

 

(9,228

)

GAAP income allocation

 

 

 

 

(20

)

Distributions

 

 

(4

)

 

(2

)

Fair value allocation

 

 

14

 

 

 

Ending balance

 

$

284

 

$

250

 

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 March 31, 2021 and December 31, 2020, $31.9 million and $29.8 million, respectively, 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 $2.8 million and $0.5 million during the three months ended March 31, 2021 and March 31, 2020, respectively, between Additional Paid-in Capital and Redeemable Non-controlling Interest.