Blackstone (BX) S-8Registration of securities for employees
Filed: 28 Feb 20, 5:27pm
As filed with the Securities and Exchange Commission on February 28, 2020.
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Blackstone Group Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-8875684 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
345 Park Avenue
New York, New York 10154
Telephone:(212) 583-5000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan
(Full title of the plan)
John G. Finley Chief Legal Officer The Blackstone Group Inc. 345 Park Avenue New York, New York 10154 Telephone:(212) 583-5000 | With copies to: Joshua Ford Bonnie Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, D.C. 20001 Telephone: (202) 636-5500 Facsimile: (202) 636-5502 |
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
Class A Common Stock | 12,315,765 | $57.62 | $709,634,379.30 | $92,111 | ||||
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(1) | Covers Class A common stock, par value $0.00001 per share, of The Blackstone Group Inc. (“Common Stock”) under The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (the “Plan”) and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate amount of additional Common Stock that may be offered and issued under the Plan to prevent dilution resulting from stock splits, stock distributions or similar transactions. |
(2) | Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $57.62 per share of Common Stock, which is the average of the high and low price per share of Common Stock as reported by The New York Stock Exchange on February 25, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 12,315,765 shares of Common Stock of The Blackstone Group Inc. (the “Company”) reserved for issuance under the Plan. These additional shares of Common Stock are additional securities of the same class as other securities for which an original registration statement (FileNo. 333-143948) on FormS-8 was filed with the Securities and Exchange Commission (the “Commission”) onJune 21, 2007 and additional registration statements (File No. 333-157635, File No. 333-165115, File No. 333-172451, File No. 333-179775, File No. 333-186999, File No. 333-194234, File No. 333-202359, File No. 333-209758, File No. 333-216225, File No. 333-223346 and File No. 333-230020) were filed with the Commission onMarch 2, 2009,March 1, 2010,February 25, 2011,February 28, 2012,March 1, 2013,February 28, 2014,February 27, 2015,February 26, 2016,February 24, 2017,March 1, 2018 andMarch 1, 2019, respectively (the “Original Registration Statements”). OnJuly 1, 2019, in connection with the conversion of The Blackstone Group L.P. from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc., the Company filed Post-Effective Amendment No. 1 (S-8 POS to Registration StatementsFile No. 333-143948,File No. 333-157635,File No. 333-165115,File No. 333-172451,File No. 333-179775,File No. 333-186999,File No. 333-194234,File No. 333-202359,File No. 333-209758,File No. 333-216225,File No. 333-223346,File No. 333-230020.) to each of the Original Registration Statements to reflect the adoption by the Company of the Original Registration Statements as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula.
Pursuant to General Instruction E to FormS-8, the contents of such earlier registration statements, as amended by the post-effective amendments, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Commission by the Company pursuant to the Securities Act or the Exchange Act, are hereby incorporated by reference in this Registration Statement:
(a) | The Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019, filed onFebruary 28, 2020 and |
(b) | Amendment No. 1 to Registration Statement on Form 8-A for registration of the shares of Common Stock pursuant to Section 12(b) of the Exchange Act, filed onJuly 1, 2019, and any amendment or report filed for the purpose of updating such description. |
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. | Interests of Named Experts and Counsel. |
The validity of the Common Stock will be passed upon for us by Simpson Thacher & Bartlett LLP, Washington, D.C. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with the Company.
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Item 8. | Exhibits. |
The following exhibits are filed or incorporated by reference as part of this Registration Statement:
Exhibit | Description of Document | |
4.1 | Certificate of Conversion of The Blackstone Group L.P. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report onForm 8-K filed onJuly 1, 2019). | |
4.2 | Certificate of Incorporation of The Blackstone Group Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report onForm 8-K filed onJuly 1, 2019). | |
4.3 | Bylaws of The Blackstone Group Inc. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report onForm 8-K filed onJuly 1, 2019). | |
4.4 | The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed onJuly 1, 2019). | |
5.1 | Opinion of Simpson Thacher & Bartlett LLP.* | |
23.1 | Consent of Deloitte & Touche LLP.* | |
23.2 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |
24.1 | Power of Attorney (included in the signature page to this Registration Statement). |
* | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York on February 28, 2020.
THE BLACKSTONE GROUP INC. | ||
By: | /s/ Michael S. Chae | |
Name: | Michael S. Chae | |
Title: | Chief Financial Officer |
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on FormS-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint Stephen A. Schwarzman, Jonathan D. Gray, Hamilton E. James, Michael S. Chae and John G. Finley, and each of them, the individual’s true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of February, 2020.
Signature | Title | |
/s/ Stephen A. Schwarzman | Chairman and Chief Executive Officer and Director | |
Stephen A. Schwarzman | (Principal Executive Officer) | |
/s/ Jonathan D. Gray | Director | |
Jonathan D. Gray | ||
/s/ Hamilton E. James | Director | |
Hamilton E. James | ||
/s/ Kelly A. Ayotte | Director | |
Kelly A. Ayotte | ||
/s/ James W. Breyer | Director | |
James W. Breyer | ||
/s/ John A. Hood | Director | |
John A. Hood | ||
/s/ Rochelle B. Lazarus | Director | |
Rochelle B. Lazarus | ||
/s/ Jay O. Light | Director | |
Jay O. Light | ||
/s/ Brian Mulroney | Director | |
Brian Mulroney | ||
/s/ William G. Parrett | Director | |
William G. Parrett | ||
/s/ Michael S. Chae | Chief Financial Officer | |
Michael S. Chae | (Principal Financial Officer) | |
/s/ Christopher Striano | Principal Accounting Officer | |
Christopher Striano |
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