| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 3, 2022, Blackstone 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 “Twenty-Third 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 $600,000,000 aggregate principal amount of its 5.900% Senior Notes due 2027 (the “2027 Notes”) and (ii) a supplemental indenture (the “Twenty-Fourth Supplemental Indenture” and, together with the Base Indenture and the Twenty-Third Supplemental Indenture, the “Indenture”) to the Base Indenture with the Trustee, relating to the issuance by the Issuer of $900,000,000 aggregate principal amount of its 6.200% Senior Notes due 2033 (the “2033 Notes” and, together with the 2027 Notes, the “Notes”).
The 2027 Notes bear interest at a rate of 5.900% per annum and the 2033 Notes bear interest at a rate of 6.200% per annum, in each case accruing from November 3, 2022. Interest on the 2027 Notes is payable semiannually in arrears on May 3 and November 3 of each year, commencing on May 3, 2023. Interest on the 2033 Notes is payable semiannually in arrears on April 22 and October 22 of each year, commencing on April 22, 2023. The 2027 Notes will mature on November 3, 2027 and the 2033 Notes will mature on April 22, 2033, 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 October 3, 2027 in the case of the 2027 Notes (one month prior to the maturity date of the 2027 Notes) and January 22, 2033 in the case of the 2033 Notes (three months prior to the maturity date of the 2033 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 October 3, 2027 in the case of the 2027 Notes (one month prior to the maturity date of the 2027 Notes) and January 22, 2033 in the case of the 2033 Notes (three months prior to the maturity date of the 2033 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 Twenty-Third Supplemental Indenture, the Twenty-Fourth 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 Twenty-Third Supplemental Indenture attached as Exhibit 4.2 to this report, the form of the 2027 Notes attached as Exhibit 4.3 to this report, the Twenty-Fourth Supplemental Indenture attached as Exhibit 4.4 to this report and the form of the 2033 Notes attached as Exhibit 4.5 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.
