UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 14, 2016

 

 

Blackstone Real Estate Income Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-213043   81-0696966

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 583-5000

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 14, 2016, BX REIT Advisors L.L.C., the Company’s sole stockholder, acted by written consent to approve certain amendments (the “Articles of Amendment”) to the Company’s Articles of Amendment and Restatement. This item was acted upon as described further in Item 8.01 below.

 

Item 8.01. Other Items.

On October 17, 2016, the Company filed the Articles of Amendment with the Maryland State Department of Assessments and Taxation. The board of directors of the Company approved the Articles of Amendment and submitted the Articles of Amendment for consideration and approval of the Company’s sole stockholder on October 14, 2016. As disclosed above in Item 5.07, the Articles of Amendment were approved by written consent of the Company’s sole stockholder. A copy of the Articles of Amendment is attached hereto as Exhibit 3.3.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

  

Description

3.3    Articles of Amendment of Blackstone Real Estate Income Trust, Inc., dated October 17, 2016

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.

 

    BLACKSTONE REAL ESTATE INCOME TRUST, INC.
Date: October 19, 2016    
  By:   /s/ Leon Volchyok
   

 

  Name:   Leon Volchyok
  Title:   Chief Securities Counsel and Secretary

EXHIBIT INDEX

 

Exhibit No.

  

Description

3.3    Articles of Amendment of Blackstone Real Estate Income Trust, Inc., dated October 17, 2016

EXHIBIT 3.3

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST : The charter of Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Corporation”), is hereby amended by deleting existing Section 9.2(b) of Article IX in its entirety and substituting in lieu thereof a new subsection (b) to read as follows:

(b) Subject to any limitations in Section 9.3, the Corporation may invest in equity securities, provided that such investment shall be permitted only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair, competitive and commercially reasonable.

SECOND : The foregoing amendment to the charter of the Corporation was approved by the Board of Directors and the stockholders of the Corporation as required by law.

THIRD : The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

- signature page follows -

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 17th day of October, 2016.

 

ATTEST:     

BLACKSTONE REAL ESTATE INCOME

TRUST, INC.

By:   

/s/ Leon Volchyok

     By:   

/s/ A.J. Agarwal

   Leon Volchyok         A.J. Agarwal
   Secretary         President