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Equity and Redeemable Non-controlling Interest
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Equity and Redeemable Non-controlling Interest

12. Equity and Redeemable Non-controlling Interest

Authorized Capital

The Company is authorized to issue preferred stock and four classes of common stock consisting of Class S shares, Class I shares, Class T shares, and Class D shares. The Company’s board of directors has the ability to establish the preferences and rights of each class or series of preferred stock, without stockholder approval, and as such, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. The differences among the common share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. See Note 2 for a further description of such items. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock has the same economic and voting rights.

As of December 31, 2020, the Company had 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 tables detail the movement in the Company’s outstanding shares of common stock (in thousands):

  

 

Class S

 

Class I

 

Class T

 

Class D

 

Total

 

January 1, 2018

 

130,085

 

 

30,719

 

 

5,625

 

 

3,955

 

 

170,384

 

Common stock issued

 

142,828

 

 

77,964

 

 

17,379

 

 

26,112

 

 

264,283

 

Distribution reinvestment

 

6,266

 

 

2,394

 

 

385

 

 

434

 

 

9,479

 

Common stock repurchased

 

(2,190

)

 

(2,853

)

 

(76

)

 

(126

)

 

(5,245

)

Independent directors' restricted stock grant(1)

 

 

 

37

 

 

 

 

 

 

37

 

December 31, 2018

 

276,989

 

 

108,261

 

 

23,313

 

 

30,375

 

 

438,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

 

248,497

 

 

371,562

 

 

16,650

 

 

53,107

 

 

689,816

 

Distribution reinvestment

 

12,156

 

 

7,356

 

 

899

 

 

1,590

 

 

22,001

 

Common stock repurchased

 

(6,829

)

 

(12,936

)

 

(1,095

)

 

(415

)

 

(21,275

)

Independent directors' restricted stock grant(1)

 

 

 

36

 

 

 

 

 

 

36

 

December 31, 2019

 

530,813

 

 

474,279

 

 

39,767

 

 

84,657

 

 

1,129,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

 

196,343

 

 

510,136

 

 

8,497

 

 

43,325

 

 

758,301

 

Distribution reinvestment

 

20,860

 

 

19,363

 

 

1,330

 

 

3,299

 

 

44,852

 

Common stock repurchased

 

(45,163

)

 

(76,735

)

 

(3,651

)

 

(7,140

)

 

(132,689

)

Independent directors' restricted stock grant(1)

 

 

 

37

 

 

 

 

 

 

37

 

December 31, 2020

 

702,853

 

 

927,080

 

 

45,943

 

 

124,141

 

 

1,800,017

 

 

 

(1)

The independent directors’ restricted stock grants represented an aggregate $0.4 million, $0.4 million and $0.4 million of the annual compensation paid to the independent directors for the years ended December 31, 2020, 2019, and 2018, respectively. Each grant is amortized over the one-year service period of such grant.

Share and Unit Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify and suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its stockholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

For the years ended December 31, 2020, 2019, and 2018, the Company repurchased shares and BREIT OP units for $1.5 billion, $0.2 billion, and $0.1 billion, respectively. The Company had no unfulfilled repurchase requests during the years ended December 31, 2020, 2019 and 2018.

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 tables detail the aggregate distributions declared for each applicable class of common stock:  

 

 

 

Year Ended December 31, 2020

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

Gross distributions declared per share of common stock

 

$

0.6354

 

 

$

0.6354

 

 

$

0.6354

 

 

$

0.6354

 

Stockholder servicing fee per share of common stock

 

 

(0.0942

)

 

 

 

 

 

(0.0929

)

 

 

(0.0274

)

Net distributions declared per share of common stock

 

$

0.5412

 

 

$

0.6354

 

 

$

0.5425

 

 

$

0.6080

 

 

 

 

Year Ended December 31, 2019

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

Gross distributions declared per share of common stock

 

$

0.6363

 

 

$

0.6363

 

 

$

0.6363

 

 

$

0.6363

 

Stockholder servicing fee per share of common stock

 

 

(0.0951

)

 

 

 

 

 

(0.0935

)

 

 

(0.0276

)

Net distributions declared per share of common stock

 

$

0.5412

 

 

$

0.6363

 

 

$

0.5428

 

 

$

0.6087

 

 

 

 

Year Ended December 31, 2018

 

 

 

Class S

 

 

Class I

 

 

Class T

 

 

Class D

 

Gross distributions declared per share of common stock

 

$

0.6286

 

 

$

0.6286

 

 

$

0.6286

 

 

$

0.6286

 

Stockholder servicing fee per share of common stock

 

 

(0.0917

)

 

 

 

 

 

(0.0902

)

 

 

(0.0267

)

Net distributions declared per share of common stock

 

$

0.5369

 

 

$

0.6286

 

 

$

0.5384

 

 

$

0.6019

 

 

Distributions for the year ended December 31, 2020 were characterized, for federal income tax purposes, as 100.0% return of capital. Distributions for the year ended December 31, 2019 were characterized, for federal income tax purposes, as 8.75% ordinary income, 1.17% capital gains and 90.08% return of capital. Of the 8.75%, 8.60% and 0.15% of the distributions paid in 2019 were non-qualified and qualified, respectively. Distributions for the year ended December 31, 2018 were characterized, for federal income tax purposes, as 3.11% ordinary income and 96.89% return of capital. Of the 3.11%, 0.51% and 2.60% of the distributions paid in 2018 were non-qualified and qualified, respectively.

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 Consolidated Balance Sheets.

The following table details the redeemable non-controlling interest activity related to the Special Limited Partner for the years ended December 31, 2020 and 2019 ($ in thousands):

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Balance at the beginning of the year

 

$

272

 

 

$

9,233

 

Settlement of performance participation allocation

 

 

141,396

 

 

 

37,484

 

Repurchases

 

 

(83,625

)

 

 

(35,435

)

Conversion to Class I and Class B Units

 

 

(48,543

)

 

 

 

Conversion to Class I shares

 

 

(9,228

)

 

 

(11,620

)

GAAP income allocation

 

 

(14

)

 

 

(408

)

Distributions

 

 

(14

)

 

 

(652

)

Fair value allocation

 

 

30

 

 

 

1,670

 

Balance at the end of the year

 

$

274

 

 

$

272

 

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 December 31, 2020 and 2019, $29.8 million and $20.9 million, respectively, related to such third party joint ventures was included in Redeemable Non-controlling Interests on the Company’s 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 $8.8 million, $6.8 million and $2.2 million during the years ended December 31, 2020, 2019 and 2018, respectively, between Additional Paid-in Capital and Redeemable Non-controlling Interest.

Non-controlling Interests - BREIT OP unitholders

On July 27, 2018, the Company entered into an Amended and Restated Limited Partnership Agreement (the “A&R OP Agreement”) for BREIT OP. The A&R OP Agreement amended the limited partnership agreement governing BREIT OP to provide for a new class of units (“Class B Units”) of BREIT OP, among other changes. Class B Units are available to certain suitable investors in private placements generally utilizing a “draw-down” structure. Class B Units are sold at their NAV per unit, which will equal the NAV per Class I unit of BREIT OP and will generally correspond to the NAV per share of the Company’s Class I shares.

Class B Units are subject to the same fees and expenses of Class I Units and do not have any preferential rights relative to the Company’s interest in BREIT OP, nor are they exchangeable for any shares of the Company’s common stock. Holders of the Class B Units have a right to redeem their units for cash in a manner similar to the ability of the Company’s stockholders to have their shares repurchased under the Company’s share repurchase plan. Class B Unit redemptions are subject to similar limitations as share repurchases under the Company’s share repurchase plan, namely the early repurchase deduction and caps on monthly and quarterly repurchases (calculated on an aggregate basis with shares of the Company’s common stock submitted for repurchase for the applicable period). The redemption rights of the Class B unitholders do not affect the terms of the Company’s share repurchase plan. Class B Units have the same limited voting rights as the other BREIT OP units and such rights do not affect the Company’s exclusive power, as general partner of BREIT OP, to manage and conduct the business of BREIT OP.

During the year ended December 31, 2020, BREIT OP received $9.0 million in Class B Unit subscriptions from an entity advised by Blackstone Insurance Solutions. No such subscriptions were received during the year ended December 31, 2019. As of December 31, 2020 and 2019, there were 10,055,358 and 9,268,500 Class B Units outstanding, respectively. Class B Units are recorded as a component of Non-controlling Interests on the Company’s Consolidated Balance Sheets.

During the years ended December 31, 2020 and 2019, the Company issued $0.8 million and $64.7 million, respectively, of Class I Units as consideration for acquisitions of real estate. The Company did not issue any Class I units as consideration for acquisitions of real estate during the year ended December 31, 2018.