On April 10, 2019, Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), issued

€

600 million aggregate principal amount of Senior Notes due April 10, 2029 (the “2029 Notes”). The 2029 Notes have an interest rate of 1.500% per annum, accruing from April 10, 2019. Interest on the 2029 Notes is payable annually in arrears on April 10 of each year, commencing on April 10, 2020.

On September 3, 2019, Blackstone, through the Issuer, commenced a cash tender offer (the “Tender Offer”) for any and all of its 5.875% Senior Notes maturing on March 15, 2021 (the “2021 Notes”). On September 9, 2019, the Tender Offer expired and $175.0 million aggregate principal amount of the 2021 Notes were validly tendered for payment. Payment for the tendered notes was made on September 10, 2019.

On September 10, 2019, the Issuer exercised its rights under the optional redemption provisions of the 2021 Notes to notice all of the outstanding 2021 Notes, that were not previously tendered in the Tender Offer, for redemption. On October 10, 2019, the Issuer redeemed all such remaining 2021 Notes.

On September 10, 2019, the Issuer issued $500 million aggregate principal amount of senior notes maturing January 10, 2030 (the “2030 Notes”) and $400 million aggregate principal amount of senior notes maturing September 10, 2049 (the “2049 Notes”). The 2030 Notes have an interest rate of 2.500% per annum, accruing from

September 10, 2019. The 2049 Notes have an interest rate of 3.500% per annum, accruing from September 10, 2019. Interest on the 2030 Notes is payable semi-annually in arrears on January 10 and July 10 of each year, commencing on January 10, 2020. Interest on the 2049 Notes is payable semi-annually in arrears on March 10 and September 10 of each year, commencing on March 10, 2020.

The 2029 Notes, 2030 Notes and 2049 Notes are unsecured and unsubordinated obligations of the Issuer. The 2029 Notes, 2030 Notes and 2049 Notes are fully and unconditionally guaranteed, joint and severally, by The Blackstone Group Inc. and its indirect subsidiaries, Blackstone Holdings Partnerships (the “Guarantors”). The guarantees are unsecured and unsubordinated obligations of the Guarantors. Transaction costs related to the issuance of the 2029 Notes, 2030 Notes and 2049 Notes have been capitalized and are being amortized over the life of the 2029 Notes, 2030 Notes and 2049 Notes.

Blackstone borrows and enters into credit agreements for its general operating and investment purposes and certain Blackstone Funds borrow to meet financing needs of their operating and investing activities. Borrowing facilities have been established for the benefit of selected Blackstone Funds. When a Blackstone Fund borrows from the facility in which it participates, the proceeds from the borrowing are strictly limited for its intended use by the borrowing fund and not available for other Blackstone purposes. Blackstone’s credit facilities consist of the following:


	December 31,
	2019						2018
	Credit Available		Borrowing Outstanding		Effective Interest Rate		Credit Available		Borrowing Outstanding		Effective Interest Rate
Revolving Credit Facility (a)	$	1,600,000	$	—		—	$	1,600,000	$	—		—
Blackstone Issued Senior Notes (b)
5.875%, Due 3/15/2021		—		—		—		400,000		400,000		6.01%
4.750%, Due 2/15/2023		400,000		400,000		5.08%		400,000		400,000		5.08%
2.000%, Due 5/19/2025		336,390		336,390		2.12%		344,010		344,010		2.14%
1.000%, Due 10/5/2026		672,780		672,780		1.13%		688,020		688,020		1.14%
3.150%, Due 10/2/2027		300,000		300,000		3.30%		300,000		300,000		3.30%
1.500%, Due 4/10/2029		672,780		672,780		1.70%		—		—		—
2.500%, Due 1/10/2030		500,000		500,000		2.71%		—		—		—
6.250%, Due 8/15/2042		250,000		250,000		6.65%		250,000		250,000		6.65%
5.000%, Due 6/15/2044		500,000		500,000		5.16%		500,000		500,000		5.16%
4.450%, Due 7/15/2045		350,000		350,000		4.56%		350,000		350,000		4.56%
4.000%, Due 10/2/2047		300,000		300,000		4.20%		300,000		300,000		4.20%
3.500%, Due 9/10/2049		400,000		400,000		3.61%		—		—		—

		6,281,950		4,681,950				5,132,030		3,532,030
Blackstone Fund Facilities (c)		113		113		3.68%		—		—		—
CLO Vehicles (d)		6,859,535		6,859,535		3.55%		6,863,285		6,863,285		4.20%

	$	13,141,598	$	11,541,598			$	11,995,315	$	10,395,315

(a)

The Issuer has a credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent in the amount of

$1.6 billion with a maturity date of September 21, 2023.

Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus a margin, and undrawn commitments bear a commitment fee of 0.06%. The margin above adjusted LIBOR used to calculate the interest on borrowings was 0.75% as of December 31, 2019 and 2018. The margin is subject to change based on Blackstone’s credit rating. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. The Borrowing Outstanding at each date represent outstanding but undrawn letters of credit against the credit facility.

(b)

The Issuer has issued long-term borrowings in the form of senior notes (the “Notes”). The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed, jointly and severally, by Blackstone, Blackstone Holdings (the “Guarantors”), and the Issuer. The guarantees are unsecured and unsubordinated obligations of the Guarantors. Transaction costs related to the issuance of the Notes have been deducted from the Note liability and are being amortized over the life of the Notes. The indentures include 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 indentures also provide for events of default and further provide 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. All or a portion of the Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the holders of the Notes may require the Issuer to repurchase the Notes 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.

(c)

Represents borrowing facilities for the various consolidated Blackstone Funds used to meet liquidity and investing needs. Certain borrowings under these facilities were used for bridge financing and general liquidity purposes. Other borrowings were used to finance the purchase of investments with the borrowing remaining in place until the disposition or refinancing event. Such borrowings have varying maturities and are rolled over until the disposition or a refinancing event. Because the timing of such events is unknown and may occur in the near term, these borrowings are considered short-term in nature. Borrowings bear interest at spreads to market rates. Borrowings were secured according to the terms of each facility and are generally secured by the investment purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective fund. Certain facilities have commitment fees. When a fund borrows, the proceeds are available only for use by that fund and are not available for the benefit of other funds. Collateral within each fund is also available only against the borrowings by that fund and not against the borrowings of other funds.

(d)	Represents borrowings due to the holders of debt securities issued by CLO vehicles consolidated by Blackstone. These amounts are included within Loans Payable and Due to Affiliates within the Consolidated Statements of Financial Condition.

The following table presents the general characteristics of each of our notes, as well as their carrying value and fair value. The notes are included in Loans Payable within the Consolidated Statements of Financial Condition. All of the notes were issued at a discount. All of the notes accrue interest from the issue date thereof and all pay interest in arrears on a

semi-annual

basis or annual basis.


	December 31,
	2019				2018
Senior Notes	Carrying Value		Fair Value (a)		Carrying Value		Fair Value (a)
5.875%, Due 3/15/2021	$	—	$	—	$	398,947	$	421,720
4.750%, Due 2/15/2023		396,247		429,280		395,166		417,600
2.000%, Due 5/19/2025		332,393		365,521		339,959		352,197
1.000%, Due 10/5/2026		664,229		691,012		679,193		647,564
3.150%, Due 10/2/2027		297,046		309,540		296,717		285,030
1.500%, Due 4/10/2029		667,425		708,841		—		—
2.500%, Due 1/10/2030		489,841		493,500		—		—
6.250%, Due 8/15/2042		238,437		338,200		238,221		289,225
5.000%, Due 6/15/2044		488,968		606,700		488,747		490,150
4.450%, Due 7/15/2045		344,157		396,235		344,038		329,770
4.000%, Due 10/2/2047		290,344		321,780		290,163		262,800
3.500%, Due 9/10/2049		391,769		399,961		—		—

	$	4,600,856	$	5,060,570	$	3,471,151	$	3,496,056

(a)	Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.

Included within Loans Payable and Due to Affiliates within the Consolidated Statements of Financial Condition are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. Borrowings through the consolidated CLO vehicles consisted of the following:


	December 31,
	2019						2018
	Borrowing Outstanding		Effective Interest Rate		Weighted- Average Remaining Maturity in Years		Borrowing Outstanding		Effective Interest Rate		Weighted- Average Remaining Maturity in Years
Senior Secured Notes	$	6,527,800		3.55%		3.5	$	6,531,550		4.20%		7.5
Subordinated Notes		331,735		(a)		N/A		331,735		(a)		N/A

	$	6,859,535					$	6,863,285

(a)	The Subordinated Notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the CLO vehicles.

Senior Secured Notes and Subordinated Notes comprise the following amounts:


	December 31,
	2019						2018
			Amounts Due to Non- Consolidated Affiliates						Amounts Due to Non- Consolidated Affiliates
	Fair Value		Borrowing Outstanding		Fair Value		Fair Value		Borrowing Outstanding		Fair Value
Senior Secured Notes	$	6,512,733	$	57,750	$	57,717	$	6,476,434	$	3,250	$	3,201
Subordinated Notes		45,273		44,734		20,535		60,289		111,659		52,811

	$	6,558,006	$	102,484	$	78,252	$	6,536,723	$	114,909	$	56,012

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. This collateral consisted of Cash, Corporate Loans, Corporate Bonds and other securities. As of December 31, 2019 and 2018, the fair value of the consolidated CLO assets was $7.2 billion and $7.1 billion, respectively.

As part of Blackstone’s borrowing arrangements, Blackstone is subject to certain financial and operating covenants. Blackstone was in compliance with all of its loan covenants as of December 31, 2019.

Scheduled principal payments for borrowings at December 31, 2019 were as follows:


	Operating Borrowings		Blackstone Fund Facilities / CLO Vehicles		Total Borrowings
2020	$	—	$	113	$	113
2021		—		—		—
2022		—		—		—
2023		400,000		—		400,000
2024		—		—		—
Thereafter		4,281,950		6,859,535		11,141,485

	$	4,681,950	$	6,859,648	$	11,541,598