UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 5, 2021, The Blackstone Group Inc. (the “Corporation”), Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., each indirect subsidiaries of the Corporation (collectively with the Corporation, the “Guarantors”), and Blackstone Holdings Finance Co. L.L.C., an indirect subsidiary of the Corporation (the “Issuer”), entered into (i) a supplemental indenture (the “Seventeenth Supplemental Indenture”) to the indenture previously entered into on August 20, 2009 (the “Base Indenture”) with The Bank of New York Mellon, as trustee (the “Trustee”), relating to the issuance by the Issuer of $650,000,000 aggregate principal amount of its 1.625% Senior Notes due 2028 (the “2028 Notes”), (ii) a supplemental indenture (the “Eighteenth Supplemental Indenture”) to the Base Indenture with the Trustee, relating to the issuance by the Issuer of $800,000,000 aggregate principal amount of its 2.000% Senior Notes due 2032 and (iii) a supplemental indenture (the “Nineteenth Supplemental Indenture” and, together with the Base Indenture, the Seventeenth Supplemental Indenture and the Eighteenth Supplemental Indenture, the “Indenture”) to the Base Indenture with the Trustee, relating to the issuance by the Issuer of $550,000,000 aggregate principal amount of its 2.850% Senior Notes due 2051 (the “2051 Notes” and, together with the 2028 Notes and 2032 Notes, the “Notes”).
The 2028 Notes bear interest at a rate of 1.625% per annum, the 2032 Notes bear interest at a rate of 2.000% per annum and the 2051 Notes bear interest at a rate of 2.850% per annum, in each case accruing from August 5, 2021. Interest on the 2028 Notes and 2051 Notes is payable semiannually in arrears on February 5 and August 5 of each year, commencing on February 5, 2022. Interest on the 2032 Notes is payable semiannually in arrears on January 30 and July 30 of each year, commencing on January 30, 2022. The 2028 Notes will mature on August 5, 2028, the 2032 Notes will mature on January 30, 2032 and the 2051 Notes will mature on August 5, 2051, unless earlier redeemed or repurchased. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable. Prior to June 5, 2028 in the case of the 2028 Notes (two months prior to the maturity date of the 2028 Notes), October 30, 2031 in the case of the 2032 Notes (three months prior to the maturity date of the 2032 Notes) and February 5, 2051 in the case of the 2051 Notes (six months prior to the maturity date of the 2051 Notes), the Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at the make-whole redemption price set forth in the Notes plus any accrued and unpaid interest on the Notes redeemed to, but not including, the date of redemption. On or after June 5, 2028 in the case of the 2028 Notes (two months prior to the maturity date of the 2028 Notes), October 30, 2031 in the case of the 2032 Notes (three months prior to the maturity date of the 2032 Notes) and February 5, 2051 in the case of the 2051 Notes (six months prior to the maturity date of the 2051 Notes), the Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest on the Notes redeemed to, but not including, the date of redemption. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.
The preceding is a summary of the terms of the Base Indenture, the Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture and the form of the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1 to this report, the Seventeenth Supplemental Indenture attached as Exhibit 4.2 to this report, the form of the 2028 Notes attached as Exhibit 4.3 to this report, the Eighteenth Supplemental Indenture attached as Exhibit 4.4 to this report, the form of the 2032 Notes attached as Exhibit 4.5 to this report, the Nineteenth Supplemental Indenture attached as Exhibit 4.6 to this report and the form of the 2051 Notes attached as Exhibit 4.7 to this report, each of which is incorporated herein by reference as though they were fully set forth herein. A copy of the press release announcing the completion of the offering is attached hereto as Exhibit 99.1 to this report.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On August 5, 2021, Blackstone issued a press release announcing the completion of its previously announced offering of $650,000,000 aggregate principal amount of 1.625% Senior Notes due 2028, $800,000,000 aggregate principal amount of 2.000% Senior Notes due 2032 and $550,000,000 aggregate principal amount of 2.850% Senior Notes due 2051. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated herein by reference. The notes were offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2021
| The Blackstone Group Inc. | ||||||
| By: | /s/ Tabea Hsi | |||||
| Name: | Tabea Hsi | |||||
| Title: | Senior Managing Director – Assistant Secretary | |||||