false2021Q10001393818--12-31During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent.Unobservable inputs were weighted based on the fair value of the investments included in the range.Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.Dividends declared reflects the calendar date of the declaration for each dividend.The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis.This adjustment removes Unrealized Performance Revenues on a segment basis.This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis.This adjustment removes Interest and Dividend Revenue on a segment basis.This adjustment removes Other Revenue on a segment basis. For the three months ended March 31, 2021 and 2020, Other Revenue on a GAAP basis was $60.3 million and $138.2 million, and included $59.5 million and $136.9 million of foreign exchange gains (losses), respectively.This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds, the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation. This amount includes amortization of intangibles associated with Blackstone’s investment in Pátria, which was historically accounted for under the equity method. As a result of Pátria’s IPO in January 2021, equity method has been discontinued and there will no longer be amortization of intangibles associated with the investment.This adjustment removes Transaction-Related Charges, which are excluded from Blackstone’s segment presentation. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures, and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.Total Segment Revenues is comprised of the following:This adjustment removes Unrealized Performance Allocations Compensation.This adjustment removes Equity-Based Compensation on a segment basis.This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement.This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.Total Segment Expenses is comprised of the following:Represents (1) the add back of net management fees earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures.Represents the add back of Performance Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation.Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.Represents the removal of Transaction-Related Charges that are not recorded in the Total Segment measures.Represents the removal of (1) the amortization of transaction-related intangibles, and (2) certain expenses reimbursed by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures. 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Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM             TO            
Commission File Number: 001-33551
The Blackstone Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
20-8875684
(I.R.S. Employer
Identification No.)
345 Park Avenue
New York
,
New York
10154
(Address of principal executive offices)(Zip Code)
(
212
)
583-5000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of each class
  
  Trading Symbol(s)  
  
Name of each exchange on which registered
Common Stock
  
BX
  
New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                    
Yes
 
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                                                                                        
Yes
No
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 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of April 30, 2021, there were
684,230,922
 shares of common stock of the registrant outstanding.
 
 

Table of Contents
Table of Contents
 
             
 
  
 
  
Page
 
Part I.
  
  
     
     
Item 1.
  
  
 
6
 
     
 
  
Unaudited Condensed Consolidated Financial Statements:
  
     
     
 
  
  
 
6
 
     
 
  
  
 
8
 
     
 
  
  
 
9
 
     
 
  
  
 
10
 
     
 
  
  
 
12
 
     
 
  
  
 
14
 
     
Item 1A.
  
  
 
58
 
     
Item 2.
  
  
 
60
 
     
Item 3.
  
  
 
120
 
     
Item 4.
  
  
 
120
 
     
Part II.
  
  
     
     
Item 1.
  
  
 
121
 
     
Item 1A.
  
  
 
121
 
     
Item 2.
  
  
 
121
 
     
Item 3.
  
  
 
122
 
     
Item 4.
  
  
 
122
 
     
Item 5.
  
  
 
122
 
     
Item 6.
  
  
 
123
 
   
  
 
125
 
 
1

Table of Contents
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which reflect our current views with respect to, among other things, our operations, taxes, earnings and financial performance, share repurchases and dividends. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to the impact of the novel coronavirus
(“COVID-19”),
as well as those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Website and Social Media Disclosure
We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), Twitter (www.twitter.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), PodBean (www.blackstone.podbean.com), Spotify (https://spoti.fi/2LJ1tHG), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (https://apple.co/31Pe1Gg) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone when you enroll your email address by visiting the “Contact Us/Email Alerts” section of our website at http://ir.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.
 
 
In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to The Blackstone Group Inc. and its consolidated subsidiaries.
Effective February 26, 2021, Blackstone effectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respectively (the “share reclassification”). Each new stock has the same rights and powers of its predecessor. All references to common stock, Series I preferred stock and Series II preferred stock prior to the share reclassification refer to Class A, Class B and Class C common stock, respectively. See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Organizational Structure.”
“Series I Preferred Stockholder” refers to Blackstone Partners L.L.C., the holder of the sole outstanding share of our Series I preferred stock.
“Series II Preferred Stockholder” refers to Blackstone Group Management L.L.C., the holder of the sole outstanding share of our Series II preferred stock.
 
2

Table of Contents
“Blackstone Funds,” “our funds” and “our investment funds” refer to the funds and other vehicles that are managed by Blackstone. “Our carry funds” refers to funds managed by Blackstone that have commitment-based multi-year drawdown structures that pay carry on the realization of an investment.
We refer to our flagship corporate private equity funds as Blackstone Capital Partners (“BCP”) funds, our energy-focused private equity funds as Blackstone Energy Partners (“BEP”) funds, our core private equity funds as Blackstone Core Equity Partners (“BCEP”), our opportunistic investment platform that invests globally across asset classes, industries and geographies as Blackstone Tactical Opportunities (“Tactical Opportunities”), our secondary fund of funds business as Strategic Partners Fund Solutions (“Strategic Partners”), our infrastructure-focused funds as Blackstone Infrastructure Partners (“BIP”), our life sciences private investment platform, Blackstone Life Sciences (“BXLS”), our growth equity investment platform, Blackstone Growth (“BXG”), our multi-asset investment program for eligible high net worth investors offering exposure to certain of our key illiquid investment strategies through a single commitment as Blackstone Total Alternatives Solution (“BTAS”) and our capital markets services business as Blackstone Capital Markets (“BXCM”).
We refer to our real estate opportunistic funds as Blackstone Real Estate Partners (“BREP”) funds and our real estate debt investment funds as Blackstone Real Estate Debt Strategies (“BREDS”) funds. We refer to our real estate investment trusts as “REITs,” to Blackstone Mortgage Trust, Inc., our NYSE-listed REIT, as “BXMT,” and to Blackstone Real Estate Income Trust, Inc., our non-listed REIT, as “BREIT.” We refer to our real estate funds which target substantially stabilized assets in prime markets, as Blackstone Property Partners (“BPP”) funds. We refer to BPP and BREIT collectively as our Core+ real estate strategies.
“Our hedge funds” refers to our funds of hedge funds, hedge funds, certain of our real estate debt investment funds, including a registered investment company, and certain other credit-focused funds which are managed by Blackstone.
We refer to our business development companies as “BDCs,” to Blackstone Private Credit Fund as “BCRED” and to Blackstone Secured Lending Fund as “BXSL.”
“BIS” refers to Blackstone Insurance Solutions, which partners with insurers to deliver bespoke, capital-efficient investments tailored to each insurer’s needs and risk profile.
We refer to our separately managed accounts as “SMAs.”
“Assets Under Management” refers to the assets we manage. Our Assets Under Management equals the sum of:
 
  (a)
the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods,
 
  (b)
the net asset value of (1) our hedge funds, real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds, and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, and BREIT,
 
  (c)
the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts,
 
  (d)
the amount of debt and equity outstanding for our collateralized loan obligations (“CLO”) during the reinvestment period,
 
  (e)
the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period,
 
3

Table of Contents
  (f)
the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies,
 
  (g)
the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by BXMT, and
 
  (h)
borrowings under and any amounts available to be borrowed under certain credit facilities of our funds.
Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Hedge Fund Solutions and Credit & Insurance segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solutions and Credit & Insurance segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days’ notice.
“Fee-Earning Assets Under Management” refers to the assets we manage on which we derive management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:
 
  (a)
for our Private Equity segment funds and Real Estate segment carry funds, including certain BREDS and Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund,
 
  (b)
for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund,
 
  (c)
the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees,
 
  (d)
the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, and certain of our Hedge Fund Solutions drawdown funds,
 
  (e)
the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts,
 
  (f)
the net proceeds received from equity offerings and accumulated distributable earnings of BXMT, subject to certain adjustments,
 
  (g)
the aggregate par amount of collateral assets, including principal cash, of our CLOs, and
 
  (h)
the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.
Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.
Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel, regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management and fee-earning assets under management are not based on any definition of assets under management and fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.
 
4

Table of Contents
For our carry funds, total assets under management includes the fair value of the investments held and uncalled capital commitments, whereas fee-earning assets under management may include the total amount of capital commitments or the remaining amount of invested capital at cost, depending on whether the investment period has expired or as specified by the fee terms of the fund. As such, in certain carry funds fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.
“Perpetual Capital” refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.
This report does not constitute an offer of any Blackstone Fund.
 
5

Table of Contents
Part I. Financial Information
 
Item 1.
Financial Statements
The Blackstone Group Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share Data)
 
 
                                                               
    
March 31,
 
December 31,
    
2021
 
2020
Assets
                
Cash and Cash Equivalents
  
 $
2,862,422
 
 
 $
1,999,484
 
Cash Held by Blackstone Funds and Other
  
 
109,285
 
 
 
64,972
 
Investments (including assets pledged of $83,538 and $110,835 at March 31, 2021 and December 31, 2020, respectively)
  
 
17,943,309
 
 
 
15,617,142
 
Accounts Receivable
  
 
975,610
 
 
 
866,158
 
Due from Affiliates
  
 
3,015,318
 
 
 
3,221,515
 
Intangible Assets, Net
  
 
340,478
 
 
 
347,955
 
Goodwill
  
 
1,890,185
 
 
 
1,901,485
 
Other Assets
  
 
434,475
 
 
 
481,022
 
Right-of-Use Assets
  
 
736,633
 
 
 
526,943
 
Deferred Tax Assets
  
 
1,402,271
 
 
 
1,242,576
 
    
 
 
 
 
 
 
 
Total Assets
  
 $
    29,709,986
 
 
 $
    26,269,252
 
    
 
 
 
 
 
 
 
     
Liabilities and Equity
                
Loans Payable
  
 $
5,573,965
 
 
 $
5,644,653
 
Due to Affiliates
  
 
1,161,775
 
 
 
1,135,041
 
Accrued Compensation and Benefits
  
 
4,376,226
 
 
 
3,433,260
 
Securities Sold, Not Yet Purchased
  
 
33,160
 
 
 
51,033
 
Repurchase Agreements
  
 
58,050
 
 
 
76,808
 
Operating Lease Liabilities
  
 
842,692
 
 
 
620,844
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
838,930
 
 
 
717,104
 
    
 
 
 
 
 
 
 
Total Liabilities
  
 
12,884,798
 
 
 
11,678,743
 
    
 
 
 
 
 
 
 
     
Commitments and Contingencies
                
     
Redeemable Non-Controlling Interests in Consolidated Entities
  
 
65,546
 
 
 
65,161
 
    
 
 
 
 
 
 
 
     
Equity
                
Stockholders’ Equity of The Blackstone Group Inc.
                
Common Stock, $0.00001 par value, 90 billion shares authorized, (690,569,563 shares issued and outstanding as of March 31, 2021; 683,875,544 shares issued and outstanding as of December 31, 2020)
  
 
7
 
 
 
7
 
Series I Preferred Stock, $0.00001 par value, 999,999,000 shares authorized, (1 share issued and outstanding as of March 31, 2021 and December 31, 2020)
  
 
 
 
 
 
Series II Preferred Stock, $0.00001 par value, 1,000 shares authorized, (1 share issued and outstanding as of March 31, 2021 and December 31, 2020)
  
 
 
 
 
 
Additional Paid-in-Capital
  
 
6,446,829
 
 
 
6,332,105
 
Retained Earnings
  
 
1,408,768
 
 
 
335,762
 
Accumulated Other Comprehensive Loss
  
 
(11,454
 
 
(15,831
    
 
 
 
 
 
 
 
Total Stockholders’ Equity of The Blackstone Group Inc.
  
 
7,844,150
 
 
 
6,652,043
 
Non-Controlling Interests in Consolidated Entities
  
 
4,390,594
 
 
 
4,042,157
 
Non-Controlling Interests in Blackstone Holdings
  
 
4,524,898
 
 
 
3,831,148
 
    
 
 
 
 
 
 
 
Total Equity
  
 
16,759,642
 
 
 
14,525,348
 
    
 
 
 
 
 
 
 
Total Liabilities and Equity
  
 $
29,709,986
 
 
 $
26,269,252
 
    
 
 
 
 
 
 
 
 
continued...
See notes to condensed consolidated financial statements.
 
6

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands)
 
 
 
The following presents the asset and liability portion of the consolidated balances presented in the Condensed Consolidated Statements of Financial Condition attributable to consolidated Blackstone Funds which are variable interest entities. The following assets may only be used to settle obligations of these consolidated Blackstone Funds and these liabilities are only the obligations of these consolidated Blackstone Funds and they do not have recourse to the general credit of Blackstone.
 
                                                               
    
March 31,
  
December 31,
    
2021
  
2020
Assets
 
        
Cash Held by Blackstone Funds and Other
  
 $
109,285
 
  
 $
64,972
 
Investments
  
 
1,459,804
 
  
 
1,455,008
 
Accounts Receivable
  
 
88,560
 
  
 
120,099
 
Due from Affiliates
  
 
9,813
 
  
 
8,676
 
Other Assets
  
 
674
 
  
 
262
 
    
 
 
 
  
 
 
 
Total Assets
  
 $
          1,668,136
 
  
 $
          1,649,017
 
    
 
 
 
  
 
 
 
     
Liabilities
                 
Loans Payable
  
 $
100
 
  
 $
99
 
Due to Affiliates
  
 
87,087
 
  
 
65,429
 
Securities Sold, Not Yet Purchased
  
 
23,936
 
  
 
41,709
 
Repurchase Agreements
  
 
58,050
 
  
 
76,808
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
54,539
 
  
 
37,221
 
    
 
 
 
  
 
 
 
Total Liabilities
  
 $
223,712
 
  
 $
221,266
 
    
 
 
 
  
 
 
 
See notes to condensed consolidated financial statements.
 
7

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
 
 
                                                 
    
Three Months Ended
    
March 31,
    
2021
 
2020
Revenues
    
Management and Advisory Fees, Net
  
 $
1,177,815
 
 
 $
934,832
 
    
 
 
 
 
 
 
 
Incentive Fees
  
 
36,124
 
 
 
12,161
 
    
 
 
 
 
 
 
 
Investment Income (Loss)
                
Performance Allocations
                
Realized
  
 
534,367
 
 
 
167,530
 
Unrealized
  
 
2,464,497
 
 
 
(3,453,081
Principal Investments
                
Realized
  
 
355,038
 
 
 
48,695
 
Unrealized
  
 
639,315
 
 
 
(959,365
    
 
 
 
 
 
 
 
Total Investment Income (Loss)
  
 
3,993,217
 
 
 
(4,196,221
    
 
 
 
 
 
 
 
Interest and Dividend Revenue
  
 
31,412
 
 
 
35,084
 
Other
  
 
60,304
 
 
 
138,180
 
    
 
 
 
 
 
 
 
Total Revenues
  
 
5,298,872
 
 
 
(3,075,964
    
 
 
 
 
 
 
 
     
Expenses
                
Compensation and Benefits
                
Compensation
  
 
542,638
 
 
 
476,543
 
Incentive Fee Compensation
  
 
13,325
 
 
 
6,522
 
Performance Allocations Compensation
                
Realized
  
 
213,027
 
 
 
72,423
 
Unrealized
  
 
1,049,969
 
 
 
(1,397,378
    
 
 
 
 
 
 
 
Total Compensation and Benefits
  
 
1,818,959
 
 
 
(841,890
General, Administrative and Other
  
 
185,122
 
 
 
157,566
 
Interest Expense
  
 
44,983
 
 
 
41,644
 
Fund Expenses
  
 
2,383
 
 
 
4,605
 
    
 
 
 
 
 
 
 
Total Expenses
  
 
2,051,447
 
 
 
(638,075
    
 
 
 
 
 
 
 
     
Other Income (Loss)
                
Change in Tax Receivable Agreement Liability
  
 
2,910
 
 
 
(595
Net Gains (Losses) from Fund Investment Activities
  
 
120,353
 
 
 
(327,374
    
 
 
 
 
 
 
 
Total Other Income (Loss)
  
 
123,263
 
 
 
(327,969
    
 
 
 
 
 
 
 
Income (Loss) Before Benefit for Taxes
  
 
3,370,688
 
 
 
(2,765,858
Benefit for Taxes
  
 
(447
 
 
(158,703
    
 
 
 
 
 
 
 
Net Income (Loss)
  
 
3,371,135
 
 
 
(2,607,155
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities
  
 
629
 
 
 
(15,469
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities
  
 
386,850
 
 
 
(645,077
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings
  
 
1,235,784
 
 
 
(880,117
    
 
 
 
 
 
 
 
Net Income (Loss) Attributable to The Blackstone Group Inc.
  
 $
1,747,872
 
 
 $
(1,066,492
    
 
 
 
 
 
 
 
     
Net Income (Loss) Per Share of Common Stock
                
Basic
  
 $
2.47
 
 
 $
(1.58
    
 
 
 
 
 
 
 
Diluted
  
 $
2.46
 
 
 $
(1.58
    
 
 
 
 
 
 
 
     
Weighted-Average Shares of Common Stock Outstanding
                
Basic
  
 
709,033,212
 
 
 
676,305,359
 
    
 
 
 
 
 
 
 
Diluted
  
 
      709,912,344
 
 
 
      676,305,359
 
    
 
 
 
 
 
 
 
See notes to condensed consolidated financial statements.
 
8

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in Thousands)
 
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
  
2020
Net Income (Loss)
  
 $
3,371,135
 
  
 $
(2,607,155
Other Comprehensive Income (Loss) – Currency Translation Adjustment
  
 
7,931
 
  
 
(20,219
    
 
 
 
  
 
 
 
Comprehensive Income (Loss)
  
 
3,379,066
 
  
 
(2,627,374
    
 
 
 
  
 
 
 
Less:
                 
Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entitie
s
  
 
629
 
  
 
(15,469
Comprehensive Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities
  
 
386,850
 
  
 
(645,077
Comprehensive Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings
  
 
1,239,338
 
  
 
(887,298
    
 
 
 
  
 
 
 
Comprehensive Income (Loss) Attributable to Non-Controlling Interests
  
 
1,626,817
 
  
 
(1,547,844
    
 
 
 
  
 
 
 
Comprehensive Income (Loss) Attributable to The Blackstone Group Inc.
  
 $
      1,752,249
 
  
 
 $      (1,079,530
    
 
 
 
  
 
 
 
See notes to condensed consolidated financial statements.
 
9

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
 
 
                                                                                                                                                                                               
   
Shares of
The Blackstone
Group Inc. (a)
 
The Blackstone Group Inc. (a)
               
                   
Accumulated
                 
Redeemable
                   
Other
     
Non-
 
Non-
     
Non-
                   
Compre-
 
Total
 
Controlling
 
Controlling
     
Controlling
           
Additional
 
Retained
 
hensive
 
Stock-
 
Interests in
 
Interests in
     
Interests in
   
Common
 
Common
 
Paid-in-
 
Earnings
 
Income
 
holders’
 
Consolidated
 
Blackstone
 
Total
 
Consolidated
   
Stock
 
Stock
 
Capital
 
(Deficit)
 
(Loss)
 
Equity
 
Entities
 
Holdings
 
Equity
 
Entities
Balance at December 31, 2020
 
 
683,875,544
 
 
$
7
 
 
$
6,332,105
 
 
$
335,762
 
 
$
(15,831
 
$
6,652,043
 
 
$
4,042,157
 
 
$
3,831,148
 
 
$
14,525,348
 
 
$
65,161
 
Net Income
 
 
 
 
 
 
 
 
 
 
 
1,747,872
 
 
 
 
 
 
1,747,872
 
 
 
386,850
 
 
 
1,235,784
 
 
 
3,370,506
 
 
 
629
 
Currency Translation Adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,377
 
 
 
4,377
 
 
 
 
 
 
3,554
 
 
 
7,931
 
 
 
 
Capital Contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
207,297
 
 
 
2,708
 
 
 
210,005
 
 
 
 
Capital Distributions
 
 
 
 
 
 
 
 
 
 
 
(674,866
 
 
 
 
 
(674,866
 
 
(242,200
 
 
(582,970
 
 
(1,500,036
 
 
(244
Transfer of Non-Controlling Interests in Consolidated Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3,510
 
 
 
 
 
(3,510
 
 
 
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders
 
 
 
 
 
 
 
 
10,179
 
 
 
 
 
 
 
 
 
10,179
 
 
 
 
 
 
 
 
 
10,179
 
 
 
 
Equity-Based Compensation
 
 
 
 
 
 
 
 
91,523
 
 
 
 
 
 
 
 
 
91,523
 
 
 
 
 
 
65,895
 
 
 
157,418
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
 
 
1,713,313
 
 
 
 
 
 
(18,199
 
 
 
 
 
 
 
 
(18,199
 
 
 
 
 
 
 
 
(18,199
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in The Blackstone Group Inc.’s Ownership Interest
 
 
 
 
 
 
 
 
(7,445
 
 
 
 
 
 
 
 
(7,445
 
 
 
 
 
7,445
 
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
 
 
4,980,706
 
 
 
 
 
 
38,666
 
 
 
 
 
 
 
 
 
38,666
 
 
 
 
 
 
(38,666
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2021
 
 
690,569,563
 
 
$
7
 
 
$
6,446,829
 
 
$
1,408,768
 
 
$
(11,454
 
$
7,844,150
 
 
$
4,390,594
 
 
$
4,524,898
 
 
$
16,759,642
 
 
$
65,546
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent.
 
continued...
See notes to condensed consolidated financial statements.
 
10

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
 
 
 
 
                                                                                                                                                                                               
   
Shares of
The Blackstone
                                   
   
Group Inc. (a)
 
The Blackstone Group Inc. (a)
               
                   
Accumulated
                 
Redeemable
                   
Other
     
Non-
 
Non-
     
Non-
                   
Compre-
 
Total
 
Controlling
 
Controlling
     
Controlling
           
Additional
 
Retained
 
hensive
 
Stock-
 
Interests in
 
Interests in
     
Interests in
   
Common
 
Common
 
Paid-in-
 
Earnings
 
Income
 
holders’
 
Consolidated
 
Blackstone
 
Total
 
Consolidated
   
Stock
 
Stock
 
Capital
 
(Deficit)
 
(Loss)
 
Equity
 
Entities
 
Holdings
 
Equity
 
Entities
Balance at December 31, 2019
 
 
671,157,692
 
 
$
7
 
 
$
6,428,647
 
 
$
609,625
 
 
$
(28,495
 
$
7,009,784
 
 
$
4,186,069
 
 
$
3,819,548
 
 
$
15,015,401
 
 
$
87,651
 
Net Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
(1,066,492
 
 
 
 
 
(1,066,492
 
 
(645,077
 
 
(880,117
 
 
(2,591,686
 
 
(15,469
Currency Translation Adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(13,038
 
 
(13,038
 
 
 
 
 
(7,181
 
 
(20,219
 
 
 
Capital Contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
202,679
 
 
 
 
 
 
202,679
 
 
 
 
Capital Distributions
 
 
 
 
 
 
 
 
 
 
 
(415,081
 
 
 
 
 
(415,081
 
 
(150,272
 
 
(365,701
 
 
(931,054
 
 
(116
Transfer of Non-Controlling Interests in Consolidated Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,239
 
 
 
 
 
(2,239
 
 
 
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holder
s
 
 
 
 
 
 
 
 
12,394
 
 
 
 
 
 
 
 
 
12,394
 
 
 
 
 
 
 
 
 
12,394
 
 
 
 
Equity-Based Compensation
 
 
 
 
 
 
 
 
50,824
 
 
 
 
 
 
 
 
 
50,824
 
 
 
 
 
 
38,658
 
 
 
89,482
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
 
 
1,683,494
 
 
 
 
 
 
(15,241
 
 
 
 
 
 
 
 
(15,241
 
 
 
 
 
(7
 
 
(15,248
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
 
 
(4,969,237
 
 
 
 
 
(253,468
 
 
 
 
 
 
 
 
(253,468
 
 
 
 
 
 
 
 
(253,468
 
 
 
Change in The Blackstone Group Inc.’s Ownership Interest
 
 
 
 
 
 
 
 
9,779
 
 
 
 
 
 
 
 
 
9,779
 
 
 
 
 
 
(9,779
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
 
 
8,758,540
 
 
 
 
 
 
65,158
 
 
 
 
 
 
 
 
 
65,158
 
 
 
 
 
 
(65,158
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2020
 
 
676,630,489
 
 
$
7
 
 
$
6,298,093
 
 
$
(871,948
 
$
(41,533
 
$
5,384,619
 
 
$
3,591,160
 
 
$
2,530,263
 
 
$
11,506,042
 
 
$
72,066
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent.
See notes to condensed consolidated financial statements.
 
11

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
 
 
                                                               
    
Three Months Ended March 31,
    
2021
 
2020
Operating Activities
                
Net Income (Loss)
  
 $
3,371,135
 
 
 $
(2,607,155
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities
                
Blackstone Funds Related
                
Net Realized Gains on Investments
  
 
(942,407
 
 
(156,408
Changes in Unrealized (Gains) Losses on Investments
  
 
(723,783
 
 
1,292,707
 
Non-Cash Performance Allocations
  
 
(2,464,497
 
 
3,453,081
 
Non-Cash Performance Allocations and Incentive Fee Compensation
  
 
1,276,321
 
 
 
(1,318,433
Equity-Based Compensation Expense
  
 
163,867
 
 
 
118,812
 
Amortization of Intangibles
  
 
18,778
 
 
 
17,750
 
Other Non-Cash Amounts Included in Net Income (Loss)
  
 
(204,164
 
 
(237,086
Cash Flows Due to Changes in Operating Assets and Liabilities Accounts Receivable
  
 
(32,900
 
 
496,348
 
Due from Affiliates
  
 
265,981
 
 
 
(54,790
Other Assets
  
 
70,339
 
 
 
(168,965
Accrued Compensation and Benefits
  
 
(339,805
 
 
(541,706
Securities Sold, Not Yet Purchased
  
 
(17,600
 
 
(26,840
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
49,029
 
 
 
(103,025
Repurchase Agreements
  
 
(18,758
 
 
(48,985
Due to Affiliates
  
 
31,228
 
 
 
(5,498
Investments Purchased
  
 
(916,378
 
 
(2,065,680
Cash Proceeds from Sale of Investments
  
 
    2,710,298
 
 
 
    2,955,340
 
    
 
 
 
 
 
 
 
Net Cash Provided by Operating Activities
  
 
2,296,684
 
 
 
999,467
 
    
 
 
 
 
 
 
 
Investing Activities
                
Purchase of Furniture, Equipment and Leasehold Improvements
  
 
(20,741
 
 
(12,428
    
 
 
 
 
 
 
 
Net Cash Used in Investing Activities
  
 
(20,741
 
 
(12,428
    
 
 
 
 
 
 
 
Financing Activities
                
Distributions to Non-Controlling Interest Holders in Consolidated Entities
  
 
(242,444
 
 
(148,415
Contributions from Non-Controlling Interest Holders in Consolidated Entities
  
 
204,691
 
 
 
154,914
 
Payments Under Tax Receivable Agreement
  
 
(51,366
 
 
(73,881
Net Settlement of Vested Common Stock and Repurchase of Common Stock and Blackstone Holdings Partnership Units
  
 
(18,199
 
 
(268,716
Proceeds from Loans Payable
  
 
 
 
 
102
 
 
continued...
See notes to condensed consolidated financial statements.
 
12

Table of Contents
The Blackstone Group Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
 
 
 
                                                               
    
Three Months Ended March 31,
    
2021
 
2020
Financing Activities (Continued)
                
Repayment and Repurchase of Loans Payable
  
 $
 
 
 $
(938
Dividends/Distributions to Shareholders and Unitholders
  
 
(1,255,128
 
 
(780,782
    
 
 
 
 
 
 
 
Net Cash Used in Financing Activities
  
 
(1,362,446
 
 
(1,117,716
    
 
 
 
 
 
 
 
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other
  
 
(6,246
 
 
(6,645
    
 
 
 
 
 
 
 
Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other
                
Net Increase (Decrease)
  
 
907,251
 
 
 
(137,322
Beginning of Period
  
 
2,064,456
 
 
 
2,523,651
 
    
 
 
 
 
 
 
 
End of Period
  
 $
    2,971,707
 
 
 $
    2,386,329
 
    
 
 
 
 
 
 
 
Supplemental Disclosure of Cash Flows Information
                
Payments for Interest
  
 $
51,368
 
 
 $
42,440
 
    
 
 
 
 
 
 
 
Payments for Income Taxes
  
 $
34,735
 
 
 $
13,217
 
    
 
 
 
 
 
 
 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
                
Non-Cash Contributions from Non-Controlling Interest Holders
  
 $
1,717
 
 
 $
44,835
 
    
 
 
 
 
 
 
 
Non-Cash Distributions to Non-Controlling Interest Holders
  
 $
 
 
 $
(1,973
    
 
 
 
 
 
 
 
Transfer of Interests to Non-Controlling Interest Holders
  
 $
(3,510
 
 $
(2,239
    
 
 
 
 
 
 
 
Change in The Blackstone Group Inc.’s Ownership Interest
  
 $
(7,445
 
 $
9,779
 
    
 
 
 
 
 
 
 
Net Settlement of Vested Common Stock
  
 $
89,733
 
 
 $
60,214
 
    
 
 
 
 
 
 
 
Conversion of Blackstone Holdings Units to Common Stock
  
 $
38,666
 
 
 $
65,158
 
    
 
 
 
 
 
 
 
Acquisition of Ownership Interests from Non-Controlling Interest Holders
                
Deferred Tax Asset
  
 $
(88,352
 
 $
(126,171
    
 
 
 
 
 
 
 
Due to Affiliates
  
 $
78,173
 
 
 $
113,777
 
    
 
 
 
 
 
 
 
Equity
  
 $
10,179
 
 
 $
12,394
 
    
 
 
 
 
 
 
 
The following table provides a reconciliation of Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other reported within the Condensed Consolidated Statements of Financial Condition:
 
                                                               
    
March 31,
  
December 31,
    
2021
  
2020
Cash and Cash Equivalents
  
 $
2,862,422
 
  
 $
1,999,484
 
Cash Held by Blackstone Funds and Other
  
 
109,285
 
  
 
64,972
 
    
 
 
 
  
 
 
 
    
 $
    2,971,707
 
  
 $
    2,064,456
 
    
 
 
 
  
 
 
 
See notes to condensed consolidated financial statements.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
1.     Organization
The Blackstone Group Inc., together with its consolidated subsidiaries (“Blackstone” or the “Company”), is one of the world’s leading investment firms. Blackstone’s asset management business includes investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. “Blackstone Funds” refers to the funds and other vehicles that are managed by Blackstone. Blackstone’s business is organized into four segments: Real Estate, Private Equity, Hedge Fund Solutions and Credit & Insurance.
Blackstone was formed as The Blackstone Group L.P., a Delaware limited partnership, on March 12, 2007. Prior to its conversion (effective July 1, 2019) to a Delaware corporation (the “Conversion”), The Blackstone Group Inc., Blackstone was managed and operated by Blackstone Group Management L.L.C., which is in turn wholly owned by Blackstone’s senior managing directors and controlled by one
of Blackstone’s founders, Stephen A. Schwarzman (the “Founder”). Effective February 26, 2021, the Certificate of Incorporation of The Blackstone Group Inc. was amended and restated to rename Blackstone’s Class A Common stock as “common stock” and reclassify Blackstone’s Class B common stock and Class C common stock into a new Series I preferred stock and a new Series II preferred stock, respectively. All references to common stock, series I preferred stock and series II preferred stock prior to such date refer to Class A, Class B and Class C common stock, respectively. See Note 13. “Income Taxes” and Note 14. “Earnings Per Share and Stockholders’ Equity – Stockholders’ Equity.”
The activities of Blackstone are conducted through its holding partnerships: 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. (collectively, “Blackstone Holdings,” “Blackstone Holdings Partnerships” or the “Holding Partnerships”). Blackstone, through its wholly owned subsidiaries, is the sole general partner in each of these Holding Partnerships. Generally, holders of the limited partner interests in the Holding Partnerships may, four times each year, exchange their limited partnership interests (“Partnership Units”) for Blackstone common stock, on a one-to-one basis, exchanging one Partnership Unit from each of the Holding Partnerships for one share of Blackstone common stock.
2.     Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Blackstone have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in Blackstone’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The condensed consolidated financial statements include the accounts of Blackstone, its wholly owned or majority owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which Blackstone is considered the primary beneficiary, and certain partnerships or similar entities which are not considered variable interest entities but in which the general partner is determined to have control.
All intercompany balances and transactions have been eliminated in consolidation.
Restructurings within consolidated collateralized loan obligations (“CLOs”) are treated as investment purchases or sales, as applicable, in the Condensed Consolidated Statements of Cash Flows.
COVID-19
and Global Economic Market Conditions
The ongoing novel coronavirus (“COVID-19”) pandemic and restrictions on certain non-essential businesses have caused disruption in the U.S. and global economies. Although an economic recovery is partially underway, it continues to be gradual, uneven, and characterized by meaningful dispersion across sectors and regions. The estimates and assumptions underlying these consolidated financial statements are based on the information available as of March 31, 2021 for the current period and as of March 31, 2020 or December 31, 2020, as applicable. The estimates and assumptions include judgments about financial market and economic conditions which have changed, and may continue to change, over time.
Consolidation
Blackstone consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner has a controlling financial interest. Blackstone has a controlling financial interest in Blackstone Holdings because the limited partners do not have the right to dissolve the partnerships or have substantive kick-out rights or participating rights that would overcome the control held by Blackstone. Accordingly, Blackstone consolidates Blackstone Holdings and records non-controlling interests to reflect the economic interests of the limited partners of Blackstone Holdings.
In addition, Blackstone consolidates all variable interest entities (“VIE”) for which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Blackstone holds a variable interest is a VIE and (b) whether Blackstone’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.
Blackstone determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether Blackstone is the primary beneficiary, Blackstone evaluates its control rights as well as economic interests in the entity held either directly or indirectly by Blackstone. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that Blackstone is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by Blackstone, affiliates of Blackstone or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, Blackstone assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
Assets of consolidated VIEs that can only be used to settle obligations of the consolidated VIE and liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of Blackstone are presented in a separate section in the Condensed Consolidated Statements of Financial Condition.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Blackstone’s other disclosures regarding VIEs are discussed in Note 9. “Variable Interest Entities.”
Revenue Recognition
Revenues primarily consist of management and advisory fees, incentive fees, investment income, interest and dividend revenue and other.
Management and advisory fees and incentive fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 18. “Segment Reporting” for a disaggregated presentation of revenues from contracts with customers.
Management and Advisory Fees, Net
 — Management and Advisory Fees, Net are comprised of management fees, including base management fees, transaction and other fees and advisory fees net of management fee reductions and offsets.
Blackstone earns base management fees from limited partners of funds in each of its managed funds, at a fixed percentage of assets under management, net asset value, total assets, committed capital or invested capital. These customer contracts require Blackstone to provide investment management services, which represents a performance obligation that Blackstone satisfies over time. Management fees are a form of variable consideration because the fees Blackstone is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically quarterly) and are not subject to clawback once paid.
Transaction, advisory and other fees are principally fees charged to the limited partners of funds indirectly through the managed funds and portfolio companies. The investment advisory agreements generally require that the investment adviser reduce the amount of management fees payable by the limited partners to Blackstone (“management fee reductions”) by an amount equal to a portion of the transaction and other fees paid to Blackstone by the portfolio companies. The amount of the reduction varies by fund, the type of fee paid by the portfolio company and the previously incurred expenses of the fund. These fees and associated management fee reductions are a component of the transaction price for Blackstone’s performance obligation to provide investment management services to the limited partners of funds and are recognized as changes to the transaction price in the period in which they are charged and the services are performed.
Management fee offsets are reductions to management fees payable by the limited partners of the Blackstone Funds, which are based on the amount such limited partners reimburse the Blackstone Funds or Blackstone primarily for placement fees. Providing investment management services requires Blackstone to arrange for services on behalf of its customers. In those situations where Blackstone is acting as an agent on behalf of the limited partners of funds, it presents the cost of services as net against management fee revenue. In all other situations, Blackstone is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements. As a result, the cost of those services is presented as Compensation or General, Administrative and Other expense, as appropriate, with any reimbursement from the limited partners of the funds recorded as Management and Advisory Fees, Net. In cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract. Capitalized placement fees are amortized over the life of the customer contract, are recorded within Other Assets in the Condensed Consolidated Statements of Financial Condition and amortization is recorded within General, Administrative and Other within the Condensed Consolidated Statements of Operations.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date are included in Accounts Receivable or Due from Affiliates in the Condensed Consolidated Statements of Financial Condition.
Incentive Fees 
— Contractual fees earned based on the performance of Blackstone Funds (“Incentive Fees”) are a form of variable consideration in Blackstone’s contracts with customers to provide investment management services. Incentive Fees are earned based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each fund’s governing agreements. Incentive Fees will not be recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. Incentive Fees are typically recognized as revenue when realized at the end of the measurement period. Once realized, such fees are not subject to clawback or reversal. Accrued but unpaid Incentive Fees charged directly to investors in Blackstone Funds as of the reporting date are recorded within Due from Affiliates in the Condensed Consolidated Statements of Financial Condition.
Investment Income (Loss)
 — Investment Income (Loss) represents the unrealized and realized gains and losses on Blackstone’s Performance Allocations and Principal Investments.
In carry fund structures, Blackstone, through its subsidiaries, invests alongside its limited partners in a partnership and is entitled to its pro-rata share of the results of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, Blackstone is entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”).
Performance Allocations are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. At the end of each reporting period, Blackstone calculates the balance of accrued Performance Allocations (“Accrued Performance Allocations”) that would be due to Blackstone for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. Accrued Performance Allocations as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Performance Allocations are realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return or, in limited instances, after certain thresholds for return of capital are met. Performance Allocations are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received Performance Allocations, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone carry funds if the Blackstone carry funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain funds, including certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Principal Investments include the unrealized and realized gains and losses on Blackstone’s principal investments, including its investments in Blackstone Funds that are not consolidated and receive pro-rata allocations, its equity method investments, and other principal investments. Income (Loss) on Principal Investments is realized when Blackstone redeems all or a portion of its investment or when Blackstone receives cash income, such as dividends or distributions. Unrealized Income (Loss) on Principal Investments results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.
Interest and Dividend Revenue 
— Interest and Dividend Revenue comprises primarily interest and dividend income earned on principal investments not accounted for under the equity method held by Blackstone.
Other Revenue
 — Other Revenue consists of miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
 
 
 
Level I – Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. Blackstone does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price.
 
 
 
Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within CLO vehicles, government and agency securities, less liquid and restricted equity securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Senior and subordinated notes issued by CLO vehicles are classified within Level II of the fair value hierarchy.
 
 
 
Level III – Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-focused funds, distressed debt and non-investment grade residual interests in securitizations, certain corporate bonds and loans held within CLO vehicles and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Blackstone’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Level II Valuation Techniques
Financial instruments classified within Level II of the fair value hierarchy comprise debt instruments, including certain corporate loans and bonds held by Blackstone’s consolidated CLO vehicles and debt securities sold, not yet purchased. Certain equity securities and derivative instruments valued using observable inputs are also classified as Level II.
The valuation techniques used to value financial instruments classified within Level II of the fair value hierarchy are as follows:
 
 
 
Debt Instruments and Equity Securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction.
 
 
 
Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.
 
 
 
Senior and subordinate notes issued by CLO vehicles are classified based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services.
Level III Valuation Techniques
In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties, certain funds of hedge funds and credit-focused investments.
Real Estate Investments –
The fair values of real estate investments are determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs, among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rates (“cap rates”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or assets (for example, multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Where a discounted cash flow method is used, a terminal value is derived by reference to an exit EBITDA multiple or capitalization rate. Additionally, where applicable, projected distributable cash flow-through debt maturity will be considered in support of the investment’s fair value.
Private Equity Investments –
The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are based on unaudited information at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (for example, multiplying a key performance metric of the investee company, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Where a discounted cash flow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit multiples.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Credit-Focused Investments
– The fair values of credit-focused investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. For credit-focused investments that are not publicly traded or whose market prices are not readily available, Blackstone may utilize other valuation techniques, including the discounted cash flow method or a market approach. The discounted cash flow method projects the expected cash flows of the debt instrument based on contractual terms, and discounts such cash flows back to the valuation date using a market-based yield. The market-based yield is estimated using yields of publicly traded debt instruments issued by companies operating in similar industries as the subject investment, with similar leverage statistics and time to maturity.
The market approach is generally used to determine the enterprise value of the issuer of a credit investment, and considers valuation multiples of comparable companies or transactions. The resulting enterprise value will dictate whether or not such credit investment has adequate enterprise value coverage. In cases of distressed credit instruments, the market approach may be used to estimate a recovery value in the event of a restructuring.
Investments, at Fair Value
The Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Accounting and Auditing Guide,
Investment Companies
, and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority owned and controlled investments (the “Portfolio Companies”), at fair value. Such consolidated funds’ investments are reflected in Investments on the Condensed Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price).
Blackstone’s principal investments are presented at fair value with unrealized appreciation or depreciation and realized gains and losses recognized in the Condensed Consolidated Statements of Operations within Investment Income (Loss).
For certain instruments, Blackstone has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. Blackstone has applied the fair value option for certain loans and receivables, unfunded loan commitments and certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses recorded in net income. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-focused and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.
Blackstone has elected the fair value option for the assets of consolidated CLO vehicles. As permitted under GAAP, Blackstone measures the liabilities of consolidated CLO vehicles as (a) the sum of the fair value of the consolidated CLO assets and the carrying value of any non-financial assets held temporarily, less (b) the sum of the fair value of any beneficial interests retained by Blackstone (other than those that represent compensation for services) and Blackstone’s carrying value of any beneficial interests that represent compensation for services. As a result of this measurement alternative, there is no attribution of amounts to Non-Controlling Interests for consolidated CLO vehicles. Assets of the consolidated CLOs are presented within Investments within the Condensed Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income are presented within Net Gains from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Blackstone has elected the fair value option for certain proprietary investments that would otherwise have been accounted for using the equity method of accounting. The fair value of such investments is based on quoted prices in an active market or using the discounted cash flow method. Changes in fair value are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. “Fair Value Option.”
The investments of consolidated Blackstone Funds in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. In limited circumstances, Blackstone may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, Blackstone will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP.
Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee’s investment generally provide for minimum holding periods or lock-ups, the institution of gates on redemptions or the suspension of redemptions or an ability to side-pocket investments, at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side-pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side-pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side-pocket no longer exist. As the timing of either of these events is uncertain, the timing at which Blackstone may redeem an investment held in a side-pocket cannot be estimated. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. “Net Asset Value as Fair Value.”
Security and loan transactions are recorded on a trade date basis.
Equity Method Investments
Investments in which Blackstone is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. Blackstone has significant influence over all Blackstone Funds in which it invests but does not consolidate. Therefore, its investments in such Blackstone Funds, which include both a proportionate and disproportionate allocation of the profits and losses (as is the case with carry funds that include a Performance Allocation), are accounted for under the equity method. Under the equity method of accounting, Blackstone’s share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
In cases where Blackstone’s equity method investments provide for a disproportionate allocation of the profits and losses (as is the case with carry funds that include a Performance Allocation), Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period, Blackstone calculates the Accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Allocation to the general partner, or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. The carrying amounts of equity method investments are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Results for Strategic Partners are reported on a three month lag from the fund financial statements, which generally report based on a three month lag from the underlying fund investments unless information is available on a more timely basis. Therefore, results presented herein do not include the impact of economic and market activity in the quarter in which such events occur. Economic and market activity for the periods presented is expected to affect reported results in upcoming periods.
Compensation and Benefits
Compensation and Benefits 
Compensation
 — Compensation consists of (a) salary and bonus, and benefits paid and payable to employees and senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees and senior managing directors. Compensation cost relating to the issuance of equity-based awards to senior managing directors and employees is measured at fair value at the grant date, and expensed over the vesting period on a straight-line basis, taking into consideration expected forfeitures, except in the case of (a) equity-based awards that do not require future service, which are expensed immediately, and (b) certain awards to recipients that meet criteria making them eligible for retirement (allowing such recipient to keep a percentage of those awards upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date. Cash settled equity-based awards are classified as liabilities and are remeasured at the end of each reporting period.
Compensation and Benefits — Incentive Fee Compensation —
Incentive Fee Compensation consists of compensation paid based on Incentive Fees.
Compensation and Benefits — Performance Allocations Compensation —
Performance Allocation Compensation consists of compensation paid based on Performance Allocations (which may be distributed in cash or in-kind). Such compensation expense is subject to both positive and negative adjustments. Unlike Performance Allocations, compensation expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis. These amounts may also include allocations of investment income from Blackstone’s principal investments, to senior managing directors and employees participating in certain profit sharing initiatives.
Non-Controlling Interests in Consolidated Entities
Non-Controlling Interests in Consolidated Entities represent the component of Equity in consolidated Blackstone Funds held by third party investors and employees. The percentage interests held by third parties and employees is adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-focused funds which occur during the reporting period. In addition, all non-controlling interests in consolidated Blackstone Funds are attributed a share of income (loss) arising from the respective funds and a share of other comprehensive income, if applicable. Income (Loss) is allocated to non-controlling interests in consolidated entities based on the relative ownership interests of third party investors and employees after considering any contractual arrangements that govern the allocation of income (loss) such as fees allocable to The Blackstone Group Inc.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Redeemable Non-Controlling Interests in Consolidated Entities
Non-controlling interests related to funds of hedge funds are subject to annual, semi-annual or quarterly redemption by investors in these funds following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third party interests in such consolidated funds are presented as Redeemable Non-Controlling Interests in Consolidated Entities within the Condensed Consolidated Statements of Financial Condition. When redeemable amounts become legally payable to investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition. For all consolidated funds in which redemption rights have not been granted, non-controlling interests are presented within Equity in the Condensed Consolidated Statements of Financial Condition as Non-Controlling Interests in Consolidated Entities.
Non-Controlling Interests in Blackstone Holdings
Non-Controlling Interests in Blackstone Holdings represent the component of Equity in the consolidated Blackstone Holdings Partnerships held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.
Certain costs and expenses are borne directly by the Holdings Partnerships. Income (Loss), excluding those costs directly borne by and attributable to the Holdings Partnerships, is attributable to Non-Controlling Interests in Blackstone Holdings. This residual attribution is based on the year to date average percentage of Blackstone Holdings Partnership Units and unvested participating Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Unvested participating Holdings Partnership Units are excluded from the attribution in periods of loss as they are not contractually obligated to share in losses of the Holdings Partnerships.
Net Income (Loss) Per Share of Common Stock
Basic Income (Loss) Per Share of Common Stock is calculated by dividing Net Income (Loss) Attributable to The Blackstone Group Inc. by the weighted-average shares of common stock, unvested participating shares of common stock outstanding for the period and vested deferred restricted shares of common stock that have been earned for which issuance of the related shares of common stock is deferred until future periods. Diluted Income (Loss) Per Share of Common Stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.
Blackstone applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for certain equity-based compensation awards. Blackstone applies the “if-converted” method to the Blackstone Holdings Partnership Units to determine the dilutive impact, if any, of the exchange right included in the Blackstone Holdings Partnership Units.
Reverse Repurchase and Repurchase Agreements
Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), comprised primarily of U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded in the Condensed Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. The carrying value of reverse repurchase and repurchase agreements approximates fair value.
Blackstone manages credit exposure arising from reverse repurchase agreements and repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide Blackstone, in the event of a counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Blackstone takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. Blackstone also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to repurchase agreements are discussed in Note 10. “Repurchase Agreements.”
Blackstone does not offset assets and liabilities relating to reverse repurchase agreements and repurchase agreements in its Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to offsetting are discussed in Note 11. “Offsetting of Assets and Liabilities.”
Securities Sold, Not Yet Purchased
Securities Sold, Not Yet Purchased consist of equity and debt securities that Blackstone has borrowed and sold. Blackstone is required to “cover” its short sale in the future by purchasing the security at prevailing market prices and delivering it to the counterparty from which it borrowed the security. Blackstone is exposed to loss in the event that the price at which a security may have to be purchased to cover a short sale exceeds the price at which the borrowed security was sold short.
Securities Sold, Not Yet Purchased are recorded at fair value in the Condensed Consolidated Statements of Financial Condition.
Derivative Instruments
Blackstone recognizes all derivatives as assets or liabilities on its Condensed Consolidated Statements of Financial Condition at fair value. On the date Blackstone enters into a derivative contract, it designates and documents each derivative contract as one of the following: (a) a hedge of a recognized asset or liability (“fair value hedge”), (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (c) a hedge of a net investment in a foreign operation, or (d) a derivative instrument not designated as a hedging instrument (“freestanding derivative”). Gains or losses on a derivative instrument that is designated as, and is effective as, an economic hedge of a net investment in a foreign operation are reported in the cumulative translation adjustment section of other comprehensive income to the extent it is effective as a hedge. The ineffective portion of a net investment hedge is recognized in current period earnings.
Blackstone formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and Blackstone’s evaluation of effectiveness of its hedged transaction. At least monthly, Blackstone also formally assesses whether the derivative it designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in estimated fair values or cash flows of the hedged items using either the regression analysis or the dollar offset method. For net investment hedges, Blackstone uses a method based on changes in spot rates to measure effectiveness. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The fair values of hedging derivative instruments are reflected within Other Assets in the Condensed Consolidated Statements of Financial Condition.
For freestanding derivative contracts, Blackstone presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains from Fund Investment Activities or, where derivative instruments are held by Blackstone, within Investment Income (Loss) in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets of the consolidated Blackstone Funds are recorded within Investments, the fair value of freestanding derivative assets that are not part of the consolidated Blackstone Funds are recorded within Other Assets and the fair value of freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Blackstone has elected to not offset derivative assets and liabilities or financial assets in its Condensed Consolidated Statements of Financial Condition, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides Blackstone, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
Blackstone’s other disclosures regarding derivative financial instruments are discussed in Note 6. “Derivative Financial Instruments.”
Blackstone’s disclosures regarding offsetting are discussed in Note 11. “Offsetting of Assets and Liabilities.”
Affiliates
Blackstone considers its Founder, senior managing directors, employees, the Blackstone Funds and the Portfolio Companies to be affiliates.
Dividends
Dividends are reflected in the condensed consolidated financial statements when declared.
3.     Intangible Assets
Intangible Assets, Net consists of the following:
 
                 
    
March 31,
    
December 31,
 
    
2021
    
2020
 
Finite-Lived Intangible Assets/Contractual Rights
   $ 1,745,376       $ 1,734,076   
Accumulated Amortization
          (1,404,898)             (1,386,121)  
    
 
 
    
 
 
 
Intangible Assets, Net
   $ 340,478       $ 347,955   
    
 
 
    
 
 
 
Amortization expense associated with Blackstone’s intangible assets was $18.8 million and $17.7 million for the three months ended March 31, 2021 and 2020, respectively.
In December 2020, Blackstone acquired DCI LLC (“DCI”), a San Francisco based systematic credit investment firm. Provisional amounts of Intangible Assets and Goodwill for the acquisition of DCI were reported for the year ended December 31, 2020. During the three months ended March 31, 2021, Blackstone obtained additional information needed to identify and measure the acquired assets. This additional information resulted in a $11.3 million increase in Intangible Assets, related primarily to a $11.1 million increase in the contractual rights to earn future fee income, and a corresponding decrease in Goodwill of $11.3 million.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Amortization of Intangible Assets held at March 31, 2021 is expected to be $74.9 million, $67.1 million, $38.1 million, $30.5 million, and $30.5 million for each of the years ending December 31, 2021, 2022, 2023, 2024, and 2025, respectively. Blackstone’s Intangible Assets as of March 31, 2021 are expected to amortize over a weighted-average period of 7.4 years.
4.     Investments
Investments consist of the following:
 
                 
    
March 31,
    
December 31,
 
    
2021
    
2020
 
Investments of Consolidated Blackstone Funds
   $ 1,459,804      $ 1,455,008  
Equity Method Investments
                 
Partnership Investments
     4,676,341        4,353,234  
Accrued Performance Allocations
     9,367,251        6,891,262  
Corporate Treasury Investments
     1,726,285        2,579,716  
Other Investments
     713,628        337,922  
    
 
 
    
 
 
 
     $     17,943,309      $     15,617,142  
    
 
 
    
 
 
 
Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $290.5 million and $198.3 million at March 31, 2021 and December 31, 2020, respectively.
Where appropriate, the accounting for Blackstone’s investments incorporates the changes in fair value of those investments as determined under GAAP. The significant inputs and assumptions required to determine the change in fair value of the investments of Consolidated Blackstone Funds, Corporate Treasury Investments and Other Investments are discussed in more detail in Note 8. “Fair Value Measurements of Financial Instruments.”
Investments of Consolidated Blackstone Funds
The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone Funds and a reconciliation to Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations:
 
                 
    
Three Months Ended March 31,
 
    
2021
    
2020
 
Realized Gains (Losses)
   $ 28,994      $ (73,274)  
Net Change in Unrealized Gains (Losses)
     84,467        (333,342)  
    
 
 
    
 
 
 
Realized and Net Change in Unrealized Gains (Losses) from Consolidated Blackstone Funds
     113,461        (406,616)  
Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds
     6,892        79,242   
    
 
 
    
 
 
 
Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities
   $ 120,353      $ (327,374)  
    
 
 
    
 
 
 
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Equity Method Investments
Blackstone’s equity method investments include Partnership Investments, which represent the pro-rata investments, and any associated Accrued Performance Allocations in private equity funds, real estate funds, funds of hedge funds and credit-focused funds. Prior to January 26, 2021, Partnership Investments also included the 40% non-controlling interest in Pátria Investments Limited and Pátria Investimentos Ltda. (collectively, “Pátria”).
On January 26, 2021, Pátria completed its initial public offering (“IPO”), pursuant to which Blackstone sold a portion of its interests and no longer has representatives or the right to designate representatives on Pátria’s board of directors. As a result of Pátria’s pre-IPO reorganization transactions (which included Blackstone’s sale of 10% of Pátria’s pre-IPO shares to Pátria’s controlling shareholder) and the consummation of the IPO, Blackstone is deemed to no longer have significant influence over Pátria due to Blackstone’s decreased ownership and lack of board representation. Following the IPO, Blackstone will account for its retained interest in Pátria at fair value in accordance with the GAAP guidance for investments in equity securities with a readily determinable fair value.
Blackstone evaluates each of its equity method investments, excluding Accrued Performance Allocations, to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission (“SEC”). As of and for the three months ended March 31, 2021 and 2020, no individual equity method investment held by Blackstone met the significance criteria. As such, Blackstone is not required to present separate financial statements for any of its equity method investments.
Partnership Investments
Blackstone recognized net gains (losses) related to its Partnership Investments accounted for under the equity method of $694.4 million and $(566.5) million for the three months ended March 31, 2021 and 2020, respectively.
Accrued Performance Allocations
Accrued Performance Allocations to Blackstone were as follows:
 
                                                                                                                                                            
    
Real
 
Private
 
Hedge Fund
 
Credit &
   
    
Estate
 
Equity
 
Solutions
 
Insurance
 
Total
Accrued Performance Allocations, December 31, 2020
  
$
3,033,462
 
 
$
3,487,206
 
 
$
42,293
 
 
$
328,301
 
 
$
6,891,262
 
Performance Allocations as a Result of Changes in Fund Fair Values
  
 
757,150
 
 
 
1,849,012
 
 
 
283,485
 
 
 
105,673
 
 
 
2,995,320
 
Foreign Exchange Loss
  
 
(34,771
 
 
 
 
 
 
 
 
 
 
 
(34,771
Fund Distributions
  
 
(266,397
 
 
(180,887
 
 
(13,279
 
 
(23,997
 
 
(484,560
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued Performance Allocations, March 31, 2021
  
$
  3,489,444
 
 
$
  5,155,331
 
 
$
  312,499
 
 
$
  409,977
 
 
$
  9,367,251
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Treasury Investments
The portion of corporate treasury investments included in Investments represents Blackstone’s investments into primarily fixed income securities, mutual fund interests, and other fund interests. These strategies are managed by a combination of Blackstone personnel and third party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on these investments:
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                 
    
Three Months Ended March 31,
 
    
2021
    
2020
 
Realized Gains
   $ 6,934      $ 2,517   
Net Change in Unrealized Gains (Losses)
     9,929        (258,387)  
    
 
 
    
 
 
 
     $       16,863      $       (255,870)  
    
 
 
    
 
 
 
Other Investments
Other Investments consist primarily of proprietary investment securities held by Blackstone, including subordinated notes in non-consolidated CLO vehicles and the retained interest in Pátria following Pátria’s IPO. Other Investments include equity investments without readily determinable fair values which have a carrying value of $107.1 million as of March 31, 2021. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in Other Investments:
 
                 
    
Three Months Ended March 31,
 
    
2021
    
2020
 
Realized Gains
   $ 113      $ 6,985   
Net Change in Unrealized Gains (Losses)
     284,502        (99,937)  
    
 
 
    
 
 
 
     $       284,615      $       (92,952)  
    
 
 
    
 
 
 
5.     Net Asset Value as Fair Value
A summary of fair value by strategy type and ability to redeem such investments as of March 31, 2021 is presented below:
 
                                                                                              
         
Redemption
   
         
Frequency
 
Redemption
Strategy (a)
  
Fair Value
  
    (if currently eligible)    
 
  Notice Period  
Diversified Instruments
  
$
4,502
 
  
 
(b)
 
 
 
(b)
 
Credit Driven
  
 
74,841
 
  
 
(c)
 
 
 
(c)
 
Equity
  
 
671
 
  
 
(d)
 
 
 
(d)
 
Commodities
  
 
912
 
  
 
(e)
 
 
 
(e)
 
    
 
 
 
                
    
$
            80,926
 
                
    
 
 
 
                
 
(a)
As of March 31, 2021, Blackstone had no unfunded commitments.
(b)
Diversified Instruments include investments in funds that invest across multiple strategies. Investments representing 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date.
(c)
The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 19% of the fair value of the investments in this category are in liquidation. The remaining 81% of investments in this category are redeemable as of the reporting date.
(d)
The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 100% of the fair value of the investments in this category are in liquidation. As of the reporting date, the investee fund manager had elected to side-pocket 62% of Blackstone’s investments in the category.
(e)
The Commodities category includes investments in commodities-focused funds that primarily invest in futures and physical-based commodity driven strategies. Investments representing 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
6.     Derivative Financial Instruments
Blackstone and the consolidated Blackstone Funds enter into derivative contracts in the normal course of business to achieve certain risk management objectives and for general investment purposes. Blackstone may enter into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone may also enter into derivative contracts in order to hedge its foreign currency risk exposure against the effects of a portion of its non-U.S. dollar denominated currency net investments. As a result of the use of derivative contracts, Blackstone and the consolidated Blackstone Funds are exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, Blackstone and the consolidated Blackstone Funds enter into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.
Freestanding Derivatives
Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone Funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include interest rate swaps, foreign exchange contracts, equity swaps, options, futures and other derivative contracts.
The table below summarizes the aggregate notional amount and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts.
 
                                                                                                                               
    
March 31, 2021
  
December 31, 2020
    
Assets
  
Liabilities
  
Assets
  
Liabilities
         
Fair
       
Fair
       
Fair
       
Fair
    
Notional
  
Value
  
Notional
  
Value
  
Notional
  
Value
  
Notional
  
Value
Freestanding Derivatives
                                                                       
Blackstone
                                                                       
Interest Rate Contracts
  
 $
1,075,051
 
  
 $
66,877
 
  
 $
459,072
 
  
 $
138,740
 
  
 $
684,320
 
  
 $
113,072
 
  
 $
862,887
 
  
 $
190,342
 
Foreign Currency Contracts
  
 
47,795
 
  
 
681
 
  
 
246,219
 
  
 
1,246
 
  
 
316,787
 
  
 
7,392
 
  
 
334,015
 
  
 
3,941
 
Credit Default Swaps
  
 
2,706
 
  
 
315
 
  
 
10,186
 
  
 
1,345
 
  
 
2,706
 
  
 
331
 
  
 
9,158
 
  
 
1,350
 
Other
  
 
 
  
 
 
  
 
 
  
 
 
  
 
5,000
 
  
 
5,227
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 
1,125,552
 
  
 
67,873
 
  
 
715,477
 
  
 
141,331
 
  
 
1,008,813
 
  
 
126,022
 
  
 
1,206,060
 
  
 
195,633
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments of Consolidated Blackstone Funds
                                                                       
Foreign Currency Contracts
  
 
57,192
 
  
 
2,057
 
  
 
14,294
 
  
 
821
 
  
 
 
  
 
 
  
 
66,431
 
  
 
2,651
 
Interest Rate Contracts
  
 
 
  
 
 
  
 
14,000
 
  
 
1,073
 
  
 
 
  
 
 
  
 
14,000
 
  
 
1,485
 
Credit Default Swaps
  
 
3,507
 
  
 
407
 
  
 
23,707
 
  
 
1,115
 
  
 
8,282
 
  
 
542
 
  
 
41,290
 
  
 
1,558
 
Total Return Swaps
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
19,275
 
  
 
2,125
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 
60,699
 
  
 
2,464
 
  
 
52,001
 
  
 
3,009
 
  
 
8,282
 
  
 
542
 
  
 
140,996
 
  
 
7,819
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
    1,186,251
 
  
 $
    70,337
 
  
 $
    767,478
 
  
 $
    144,340
 
  
 $
    1,017,095
 
  
 $
    126,564
 
  
 $
    1,347,056
 
  
 $
    203,452
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
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Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The table below summarizes the impact to the Condensed Consolidated Statements of Operations from derivative financial instruments:
 
                 
    
Three Months Ended March 31,
 
    
2021
    
2020
 
Freestanding Derivatives
 
Realized Gains (Losses)
                 
Interest Rate Contracts
   $ 1,646      $ (5,301
Foreign Currency Contracts
     1,536        (13,707
Credit Default Swaps
     (982      (99
Total Return Swaps
     (1,350      (749
Other
     (40      (38
    
 
 
    
 
 
 
       810        (19,894
    
 
 
    
 
 
 
     
Net Change in Unrealized Gains (Losses)
                 
Interest Rate Contracts
     5,701        108,298  
Foreign Currency Contracts
     (128      11,845  
Credit Default Swaps
     842        (1,389
Total Return Swaps
     2,130        (4,976
Other
     (20      36  
    
 
 
    
 
 
 
       8,525        113,814  
    
 
 
    
 
 
 
     $             9,335      $             93,920  
    
 
 
    
 
 
 
As of March 31, 2021 and December 31, 2020, Blackstone had not designated any derivatives as cash flow hedges.
7.     Fair Value Option
The following table summarizes the financial instruments for which the fair value option has been elected:
 
                 
    
March 31,
    
December 31,
 
    
2021
    
2020
 
Assets
                 
Loans and Receivables
   $ 604,611      $ 581,079  
Equity and Preferred Securities
     565,840        532,790  
Debt Securities
     316,303        448,352  
    
 
 
    
 
 
 
     $         1,486,754      $         1,562,221  
    
 
 
    
 
 
 
Liabilities
                 
Corporate Treasury Commitments
   $ 453      $ 244  
    
 
 
    
 
 
 
 
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Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table presents the Realized and Net Change in Unrealized Gains (Losses) on financial instruments on which the fair value option was elected:
 
                                                                                                                             
    
Three Months Ended March 31,
    
2021
 
2020
        
Net Change
     
Net Change
    
Realized
 
in Unrealized
 
Realized
 
in Unrealized
    
Gains (Losses)
 
Gains (Losses)
 
Gains (Losses)
 
Gains (Losses)
Assets
                                
Loans and Receivables
  
$
(4,831
 
$
(1,929
 
$
(3,521
 
$
(13,369
Equity and Preferred Securities
  
 
 
 
 
30,871
 
 
 
 
 
 
(84,241
Debt Securities
  
 
8,667
 
 
 
(6,158
 
 
(11,616
 
 
(70,117
Assets of Consolidated CLO Vehicles (a)
                                
Corporate Loan
s
  
 
 
 
 
 
 
 
(43,901
 
 
(764,909
Other
  
 
 
 
 
 
 
 
 
 
 
(325
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
$
        3,836
 
 
$
        22,784
 
 
$
        (59,038)
 
 
$
        (932,961)
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
                                
Liabilities of Consolidated CLO Vehicles (a)
                                
Senior Secured Notes
  
$
 
 
$
 
 
$
 
 
$
694,504
 
Subordinated Notes
  
 
 
 
 
 
 
 
 
 
 
(43,458
Corporate Treasury Commitments
  
 
 
 
 
(200
 
 
 
 
 
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
$
 
 
$
(200
 
$
 
 
$
651,046
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the year ended December 31, 2020, Blackstone deconsolidated nine CLO vehicles. See Note 9. “Variable Interest Entities” for additional details.
The following table presents information for those financial instruments for which the fair value option was elected:
 
                                                                                                                                                                                           
    
March 31, 2021
  
December 31, 2020
        
For Financial Assets
      
For Financial Assets
        
Past Due
      
Past Due
    
(Deficiency)
      
Excess
  
(Deficiency)
      
Excess
    
of Fair Value
 
Fair
  
of Fair Value
  
of Fair Value
 
Fair
  
of Fair Value
    
Over Principal
 
      Value      
  
Over Principal
  
Over Principal
 
      Value      
  
Over Principal
Loans and Receivables
  
$
(9,382
 
$
 
  
$
 
  
$
(7,807
 
$
            —
 
  
$
            —
 
Debt Securities
  
 
(33,237
 
 
 
  
 
 
  
 
(29,359
 
 
 
  
 
 
    
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
    
$
      (42,619
 
$
            —
 
  
$
            —
 
  
$
      (37,166
 
$
 
  
$
 
    
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
As of March 31, 2021 and December 31, 2020, no Loans and Receivables for which the fair value option was elected were past due or in non-accrual status.
 
31

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
8.    Fair Value Measurements of Financial Instruments
The following tables summarize the valuation of Blackstone’s financial assets and liabilities by the fair value hierarchy:
 
                                                                                                                                                            
    
March 31, 2021
    
Level I
  
Level II
  
Level III
  
NAV
  
Total
Assets
                                            
Cash and Cash Equivalents
  
 $
887,332
 
  
 $
6,800
 
  
 $
 
  
 $
 
  
 $
894,132
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments
                                            
Investments of Consolidated Blackstone Funds
                                            
Investment Funds
  
 
 
  
 
 
  
 
 
  
 
14,877
 
  
 
14,877
 
Equity Securities, Partnerships and LLC Interests
  
 
47,637
 
  
 
129,035
 
  
 
827,489
 
  
 
 
  
 
1,004,161
 
Debt Instruments
  
 
1,015
 
  
 
379,548
 
  
 
57,739
 
  
 
 
  
 
438,302
 
Freestanding Derivatives
  
 
 
  
 
2,464
 
  
 
 
  
 
 
  
 
2,464
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments of Consolidated Blackstone Funds
  
 
48,652
 
  
 
511,047
 
  
 
885,228
 
  
 
14,877
 
  
 
1,459,804
 
Corporate Treasury Investments
  
 
536,296
 
  
 
1,126,529
 
  
 
2,825
 
  
 
60,635
 
  
 
1,726,285
 
Other Investments
  
 
555,523
 
  
 
 
  
 
45,602
 
  
 
5,414
 
  
 
606,539
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments
  
 
1,140,471
 
  
 
1,637,576
 
  
 
933,655
 
  
 
80,926
 
  
 
3,792,628
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Receivable - Loans and Receivables
  
 
 
  
 
 
  
 
604,611
 
  
 
 
  
 
604,611
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Other Assets - Freestanding Derivatives
  
 
2,252
 
  
 
65,621
 
  
 
 
  
 
 
  
 
67,873
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
2,030,055
 
  
 $
1,709,997
 
  
 $
1,538,266
 
  
 $
80,926
 
  
 $
5,359,244
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Liabilities
                                            
Securities Sold, Not Yet Purchased
  
 $
9,224
 
  
 $
23,936
 
  
 $
 
  
 $
 
  
 $
33,160
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Payable, Accrued Expenses and Other Liabilities
                                            
Consolidated Blackstone Funds - Freestanding Derivatives
  
 
 
  
 
3,009
 
  
 
 
  
 
 
  
 
3,009
 
Freestanding Derivatives
  
 
148
 
  
 
141,183
 
  
 
 
  
 
 
  
 
141,331
 
Corporate Treasury Commitments (a)
  
 
 
  
 
 
  
 
453
 
  
 
 
  
 
453
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Accounts Payable, Accrued Expenses and Other Liabilities
  
 
148
 
  
 
144,192
 
  
 
453
 
  
 
 
  
 
144,793
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
9,372
 
  
 $
168,128
 
  
 $
453
 
  
 $
 
  
 $
177,953
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
32

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                                                                                                                            
    
December 31, 2020
    
Level I
  
Level II
  
Level III
  
NAV
  
Total
Assets
                                            
Cash and Cash Equivalents
  
 $
597,130
 
  
 $
15,606
 
  
 $
 
  
 $
 
  
 $
612,736
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments
                                            
Investments of Consolidated Blackstone Funds
                                            
Investment Funds
  
 
 
  
 
 
  
 
 
  
 
15,711
 
  
 
15,711
 
Equity Securities, Partnerships and LLC Interests
  
 
39,694
 
  
 
48,471
 
  
 
792,958
 
  
 
 
  
 
881,123
 
Debt Instruments
  
 
 
  
 
492,280
 
  
 
65,352
 
  
 
 
  
 
557,632
 
Freestanding Derivatives
  
 
 
  
 
542
 
  
 
 
  
 
 
  
 
542
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments of Consolidated Blackstone Funds
  
 
39,694
 
  
 
541,293
 
  
 
858,310
 
  
 
15,711
 
  
 
1,455,008
 
Corporate Treasury Investments
  
 
996,516
 
  
 
1,517,809
 
  
 
7,899
 
  
 
57,492
 
  
 
2,579,716
 
Other Investments
  
 
187,089
 
  
 
 
  
 
61,053
 
  
 
4,762
 
  
 
252,904
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments
  
 
1,223,299
 
  
 
2,059,102
 
  
 
927,262
 
  
 
77,965
 
  
 
4,287,628
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Receivable - Loans and Receivables
  
 
 
  
 
 
  
 
581,079
 
  
 
 
  
 
581,079
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Other Assets - Freestanding Derivatives
  
 
162
 
  
 
125,860
 
  
 
 
  
 
 
  
 
126,022
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
1,820,591
 
  
 $
2,200,568
 
  
 $
1,508,341
 
  
 $
77,965
 
  
 $
5,607,465
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Liabilities
                                            
Securities Sold, Not Yet Purchased
  
 $
9,324
 
  
 $
41,709
 
  
 $
 
  
 $
 
  
 $
51,033
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Payable, Accrued Expenses and Other Liabilities
                                            
Consolidated Blackstone Funds - Freestanding Derivatives
  
 
 
  
 
7,819
 
  
 
 
  
 
 
  
 
7,819
 
Freestanding Derivatives
  
 
373
 
  
 
195,260
 
  
 
 
  
 
 
  
 
195,633
 
Corporate Treasury Commitments (a)
  
 
 
  
 
 
  
 
244
 
  
 
 
  
 
244
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Accounts Payable, Accrued Expenses and Other Liabilities
  
 
373
 
  
 
203,079
 
  
 
244
 
  
 
 
  
 
203,696
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
9,697
 
  
 $
244,788
 
  
 $
244
 
  
 $
 
  
 $
254,729
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
LLC Limited Liability Company.
(a)
Corporate Treasury Commitments are measured using third party pricing.
 
33

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of March 31, 2021:
 
                                                                                                                                                                                           
   
Fair Value
 
Valuation

Techniques
 
Unobservable

Inputs
 
Ranges
 
Weighted-
Average (a)
 
Impact to
Valuation
from an
Increase
in Input
Financial Assets
                                               
Investments of Consolidated Blackstone Funds
                                               
Equity Securities, Partnership and LLC Interests
 
$
827,489
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
3.8% - 42.1%
   
 
10.8%
 
 
 
Lower
 
                   
 
Exit Multiple
- EBITDA
 
 
 
3.7x - 27.0x
 
 
 
13.0x
 
 
 
Higher
 
                   
 
Exit 
Capitalization
 Rate
 
 
 
2.7% - 15.1%
 
 
 
5.3%
 
 
 
Lower
 
           
 
Transaction Price
 
 
 
N/A
 
                       
Debt Instruments
 
 
57,739
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
6.7% - 19.3%
 
 
 
10.1%
 
 
 
Lower
 
           
 
Third Party Pricing
 
 
 
N/A
 
                       
   
 
 
 
                                       
Total Investments of Consolidated Blackstone Funds
 
 
885,228
 
                                       
Corporate Treasury Investments
 
 
2,825
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
0.9% - 6.8%
 
 
 
4.7%
 
 
 
Lower
 
Loans and Receivables
 
 
604,611
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
6.5% - 10.3%
 
 
 
7.7%
 
 
 
Lower
 
Other Investment
s
 
 
45,602
 
 
 
Third Party Pricing
 
 
 
N/A
 
                       
           
 
Transaction Price
 
 
 
N/A
 
                       
   
 
 
 
                                       
   
$
1,538,266
 
                                       
   
 
 
 
                                       
 
34

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2020:
 
                                                                                                                                                                                           
   
Fair Value
 
Valuation
Techniques
 
Unobservable

Inputs
 
Ranges
 
Weighted-
Average (a)
 
Impact to
Valuation
from an
Increase
in Input
Financial Assets
                                               
Investments of Consolidated Blackstone Funds
                                               
Equity Securities, Partnership and LLC Interests
 
$
792,958
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
3.8% - 42.1%
 
 
 
10.8%
 
 
 
Lower
 
                   
 
Exit Multiple
- EBITDA
 
 
 
1.7x - 24.0x
 
 
 
13.2x
 
 
 
Higher
 
                   
 
Exit 
Capitalization 
Rate
 
 
 
2.7% - 14.9%
 
 
 
5.4%
 
 
 
Lower
 
           
 
Transaction Price
 
 
 
N/A
 
                       
           
 
Other
 
 
 
N/A
 
                       
Debt Instruments
 
 
65,352
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
6.3% - 19.3%
 
 
 
8.6%
 
 
 
Lower
 
           
 
Third Party Pricing
 
 
 
N/A
 
                       
   
 
 
 
                                       
Total Investments of Consolidated Blackstone Funds
 
 
858,310
 
                                       
Corporate Treasury Investments
 
 
7,899
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
3.3% - 7.4%
 
 
 
6.4%
 
 
 
Lower
 
           
 
Third Party Pricing
 
 
 
N/A
 
                       
Loans and Receivables
 
 
581,079
 
 
 
Discounted Cash Flows
 
 
 
Discount
Rate
 
 
 
6.7% - 10.3%
 
 
 
7.8%
 
 
 
Lower
 
Other Investment
s
 
 
61,053
 
 
 
Third Party Pricing
 
 
 
N/A
 
                       
           
 
Transaction Price
 
 
 
N/A
 
                       
           
 
Other
 
 
 
N/A
 
                       
   
 
 
 
                                       
   
$
1,508,341
 
                                       
   
 
 
 
                                       
 
     
N/A    Not applicable.
EBITDA    Earnings before interest, taxes, depreciation and amortization.
Exit Multiple    Ranges include the last twelve months EBITDA and forward EBITDA multiples.
Third Party Pricing    Third Party Pricing is generally determined on the basis of unadjusted prices between market participants provided by reputable dealers or pricing services.
Transaction Price    Includes recent acquisitions or transactions.
(a)    Unobservable inputs were weighted based on the fair value of the investments included in the range.
Since December 31, 2020, there have been no changes in valuation techniques within Level II and Level III that have had a material impact on the valuation of financial instruments.
The following tables summarize the changes in financial assets and liabilities measured at fair value for which Blackstone has used Level III inputs to determine fair value and does not include gains or losses that were reported in Level III in prior years or for instruments that were transferred out of Level III prior to the end of the respective reporting period. These tables also exclude financial assets and liabilities measured at fair value on a non-recurring basis. Total realized and unrealized gains and losses recorded for Level III investments are reported in either Investment Income (Loss) or Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations.
 
35

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                                                                                                                                                                         
   
Level III Financial Assets at Fair Value
   
Three Months Ended March 31,
   
2021
 
2020
   
Investments
             
Investments
           
   
of
 
Loans
 
Other
     
of
 
Loans
 
Other
   
   
Consolidated
 
and
 
Investments
     
Consolidated
 
and
 
Investments
   
   
Funds
 
Receivables
 
(a)
 
Total
 
Funds
 
Receivables
 
(a)
 
Total
Balance, Beginning of Period
 
 $
858,310
 
 
 $
581,079
 
 
 $
46,158
 
 
 $
1,485,547
 
 
 $
1,050,272
 
 
 $
500,751
 
 
 $
29,289
 
 
 $
1,580,312
 
Transfer Into Level III (b)
 
 
880
 
 
 
 
 
 
 
 
 
880
 
 
 
188,123
 
 
 
 
 
 
26,719
 
 
 
214,842
 
Transfer Out of Level III (b)
 
 
(77,451
 
 
 
 
 
 
 
 
(77,451
 
 
(152,339
 
 
 
 
 
(12,144
 
 
(164,483
Purchases
 
 
87,327
 
 
 
323,329
 
 
 
 
 
 
410,656
 
 
 
96,651
 
 
 
163,739
 
 
 
1,212
 
 
 
261,602
 
Sales
 
 
(47,989
 
 
(292,724
 
 
(5,149
 
 
(345,862
 
 
(67,228
 
 
(431,192
 
 
(5,039
 
 
(503,459
Issuances
 
 
 
 
 
6,746
 
 
 
 
 
 
6,746
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlements
 
 
 
 
 
(17,400
 
 
 
 
 
(17,400
 
 
 
 
 
(2,013
 
 
 
 
 
(2,013
Changes in Gains (Losses) Included in Earnings
 
 
64,151
 
 
 
3,581
 
 
 
151
 
 
 
67,883
 
 
 
(101,381
 
 
(13,170
 
 
7,872
 
 
 
(106,679
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, End of Period
 
 $
885,228
 
 
 $
604,611
 
 
 $
41,160
 
 
 $
1,530,999
 
 
 $
1,014,098
 
 
 $
218,115
 
 
 $
47,909
 
 
 $
1,280,122
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                 
Changes in Unrealized Gains (Losses) Included in Earnings Related to Financial Assets Still Held at the Reporting Date
 
 $
56,729
 
 
 $
(3,856
 
 $
61
 
 
 $
52,934
 
 
 $
(87,972
 
 $
(19,902
 
 $
7,900
 
 
 $
(99,974
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Represents corporate treasury investments and Other Investments.
(b)
Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.
9.    Variable Interest Entities
Pursuant to GAAP consolidation guidance, Blackstone consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-focused or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance-based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds are similar, including loss of invested capital and loss of management fees and performance-based fees. In Blackstone’s role as general partner, collateral manager or investment adviser, it generally considers itself the sponsor of the applicable Blackstone Fund. Blackstone does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.
The assets of consolidated variable interest entities may only be used to settle obligations of these entities. In addition, there is no recourse to Blackstone for the consolidated VIEs’ liabilities.
During the year ended December 31, 2020, Blackstone determined that it was no longer the primary beneficiary and deconsolidated nine CLO vehicles as a result of an ownership reorganization and the ongoing decline in Blackstone’s economic exposure to these vehicles. Following the ownership reorganization, there are no remaining consolidated CLO vehicles. As of the date of deconsolidation, Blackstone’s Total Assets, Total Liabilities and Non-Controlling Interests in Consolidated Entities were reduced by $6.8 billion, $6.6 billion and $216.3 million, respectively. Blackstone will continue to receive management fees and Performance Allocations from these vehicles following the dilution of its ownership interests.
Blackstone holds variable interests in certain VIEs which are not consolidated as it is determined that Blackstone is not the primary beneficiary. Blackstone’s involvement with such entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by Blackstone relating to non-consolidated VIEs and any clawback obligation relating to previously distributed Performance Allocations. Blackstone’s maximum exposure to loss relating to non-consolidated VIEs were as follows:
 
36

Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                 
    
March 31,
    
December 31,
 
    
2021
    
2020
 
Investments
    $ 1,730,904       $ 1,307,292  
Due from Affiliates
     286,541        262,815  
Potential Clawback Obligation
     44,810        38,679  
    
 
 
    
 
 
 
Maximum Exposure to Loss
    $     2,062,255       $     1,608,786  
    
 
 
    
 
 
 
     
Amounts Due to Non-Consolidated VIEs
    $ 211       $ 241  
    
 
 
    
 
 
 
10.    Repurchase Agreements
At March 31, 2021 and December 31, 2020, Blackstone pledged securities with a carrying value of $83.5 million and $110.8 million, respectively, and cash to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.
The following tables provide information regarding Blackstone’s Repurchase Agreements obligation by type of collateral pledged:
 
     
                        
     
                        
     
                        
     
                        
     
                        
 
 
 
March 31, 2021
 
 
Remaining Contractual Maturity of the
Agreements
 
 
Overnight
 
 
 
 
 
Greater
 
 
 
 
and
 
Up to
 
30 - 90
 
than
 
 
 
 
Continuous
 
30 Days
 
Days
 
90 days
 
Total
Repurchase Agreements
 
     
 
     
 
     
 
     
 
     
Asset-Backed Securities
 
 $
 
 
 $
10,791
 
 
 $
45,641
 
 
 $
1,618
 
 
 $
58,050
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 11. “Offsetting of Assets and Liabilities”
 
 
 $
58,050
 
   
 
     
 
     
 
 
 
 
   
Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 11. “Offsetting of Assets and Liabilities”
 
 
 $
 
 
 
     
 
     
 
     
 
     
 
 
 
 
 
                                                                                                                                                            
   
December 31, 2020
   
Remaining Contractual Maturity of the

Agreements
   
Overnight
         
Greater
   
   
and
 
Up to
 
30 - 90
 
than
   
   
Continuous
 
30 Days
 
Days
 
90 days
 
Total
Repurchase Agreements
 
                               
Asset-Backed Securities
 
 $
 
 
 $
15,345
 
 
 $
32,759
 
 
 $
28,704
 
 
 $
76,808
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 11. “Offsetting of Assets and Liabilities”
 
 
 $
76,808
 
                                   
 
 
 
   
Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 11. “Offsetting of Assets and Liabilities”
 
 
 $
 
                                   
 
 
 
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
11.    Offsetting of Assets and Liabilities
The following tables present the offsetting of assets and liabilities as of March 31, 2021 and December 31, 2020:
 
                                                                                                                             
    
March 31, 2021
    
Gross and Net
              
    
Amounts of
  
Gross Amounts Not Offset
    
    
Assets Presented
  
in the Statement of
    
    
in the Statement
  
Financial Condition
    
    
of Financial
  
Financial
  
Cash Collateral
    
    
Condition
  
Instruments (a)
  
Received
  
Net Amount
Assets
                                   
Freestanding Derivatives
  
 $
68,841
 
  
 $
66,305
 
  
 $
53
 
  
 $
2,483
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
                                                                                                                             
    
March 31, 2021
    
Gross and Net
              
    
Amounts of
              
    
Liabilities
  
Gross Amounts Not Offset
    
    
Presented in the
  
in the Statement of
    
    
Statement of
  
Financial Condition
    
    
Financial
  
Financial
  
Cash Collateral
    
    
Condition
  
Instruments (a)
  
Pledged
  
Net Amount
Liabilities
                                   
Freestanding Derivatives
  
 $
144,340
 
  
 $
125,667
 
  
 $
14,118
 
  
 $
4,555
 
Repurchase Agreements
  
 
58,050
 
  
 
58,050
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
202,390
 
  
 $
183,717
 
  
 $
14,118
 
  
 $
4,555
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
                                                                                                                             
    
December 31, 2020
    
Gross and Net
              
    
Amounts of
  
Gross Amounts Not Offset
    
    
Assets Presented
  
in the Statement of
    
    
in the Statement
  
Financial Condition
    
    
of Financial
  
Financial
  
Cash Collateral
    
    
Condition
  
Instruments (a)
  
Received
  
Net Amount
Assets
                                   
Freestanding Derivatives
  
 $
126,564
 
  
 $
114,673
 
  
 $
53
 
  
 $
11,838
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
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Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                                                                                             
    
December 31, 2020
    
Gross and Net
              
    
Amounts of
              
    
Liabilities
  
Gross Amounts Not Offset
    
    
Presented in the
  
in the Statement of
    
    
Statement of
  
Financial Condition
    
    
Financial
  
Financial
  
Cash Collateral
    
    
Condition
  
Instruments (a)
  
Pledged
  
Net Amount
Liabilities
                                   
Freestanding Derivatives
  
 $
202,188
 
  
 $
174,623
 
  
 $
19,194
 
  
 $
8,371
 
Repurchase Agreements
  
 
76,808
 
  
 
76,808
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
 $
278,996
 
  
 $
251,431
 
  
 $
19,194
 
  
 $
8,371
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
(a)
Amounts presented are inclusive of both legally enforceable master netting agreements, and financial instruments received or pledged as collateral. Financial instruments received or pledged as collateral offset derivative counterparty risk exposure, but do not reduce net balance sheet exposure.
Repurchase Agreements are presented separately on the Condensed Consolidated Statements of Financial Condition. Freestanding Derivative assets are included in Other Assets in the Condensed Consolidated Statements of Financial Condition. The following table presents the components of Other Assets:
 
                 
    
March 31,
    
December 31,
 
    
2021
    
2020
 
Furniture, Equipment and Leasehold Improvements, Net
    $ 240,426       $ 231,807  
Prepaid Expenses
     110,803        105,248  
Freestanding Derivatives
     67,873        126,022  
Other
     15,373        17,945  
    
 
 
    
 
 
 
      $ 434,475       $ 481,022  
    
 
 
    
 
 
 
Freestanding Derivative liabilities are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition and are not a significant component thereof.
Notional Pooling Arrangement
Blackstone has a notional cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdrafts is used as a basis for calculating net interest expense or income. As of March 31, 2021, the aggregate cash balance on deposit relating to the cash pooling arrangement was $545.8 million, which was offset with an accompanying overdraft of $545.8 million.
12.    Borrowings
The following table presents the general characteristics of each of Blackstone’s notes, as well as their carrying value and fair value. The notes are included in Loans Payable within the Condensed 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.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
                                 
    
March 31, 2021
    
December 31, 2020
 
    
Carrying
    
Fair
    
Carrying
    
Fair
 
Senior Notes
  
Value
    
Value (a)
    
Value
    
Value (a)
 
4.750
%, Due
2/15/2023
    $ 397,678       $ 430,280       $ 397,385       $ 434,400  
2.000
%, Due
5/19/2025
     348,493        380,193        362,947        398,620  
1.000
%, Due
10/5/2026
     696,454        732,445        724,646        770,707  
3.150
%, Due
10/2/2027
     297,473        324,930        297,387        332,370  
1.500
%, Due
4/10/2029
     699,020        760,597        728,054        805,744  
2.500
%, Due
1/10/2030
     490,972        505,750        490,745        538,200  
1.600
%, Due
3/30/2031
     495,209        459,600        495,100        497,950  
6.250
%, Due
8/15/2042
     238,728        345,000        238,668        372,250  
5.000
%, Due
6/15/2044
     489,261        612,300        489,201        684,800  
4.450
%, Due
7/15/2045
     344,315        402,324        344,282        449,645  
4.000
%, Due
10/2/2047
     290,581        324,510        290,533        364,590  
3.500
%, Due
9/10/2049
     391,966        402,280        391,925        460,120  
2.800
%, Due
9/30/2050
     393,715        359,680        393,681        406,280  
    
 
 
    
 
 
    
 
 
    
 
 
 
     $ 5,573,865      $ 6,039,889      $ 5,644,554      $ 6,515,676  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
(a)
Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.
 
Scheduled principal payments for borrowings as of March 31, 2021 were as follows:
 
                         
    
Operating
    
  Blackstone Fund  
    
Total
 
    
    Borrowings    
    
Facilities
    
    Borrowings    
 
2021
     $        $ 100        $ 100  
2022
                    
2023
     400,000               400,000  
2024
                    
2025
     351,900               351,900  
Thereafter
     4,907,600               4,907,600  
    
 
 
    
 
 
    
 
 
 
       $         5,659,500        $   100        $         5,659,600  
    
 
 
    
 
 
    
 
 
 
13.    Income Taxes
Prior to the Conversion, Blackstone and certain of its subsidiaries operated in the U.S. as partnerships for income tax purposes (partnerships generally are not subject to federal income taxes) and generally as corporate entities in non-U.S. jurisdictions. Subsequent to the Conversion, all income attributable to Blackstone is subject to U.S. corporate income taxes.
The Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized.
Although Blackstone was a cash taxpayer for the three months ended March 31, 2021, Blackstone’s
 effective tax rate was 0.0% and 5.7% for the three months ended March 31, 2021 and 2020, respectively. Blackstone’s income tax provision (benefit) was $(0.4) million and $(158.7) 
million for the three months ended March 31, 2021 and 2020, respectively. For both the three months ended March 31, 2021 and March 31, 2020, the effective tax rate differs from the statutory rate primarily because: (a) a portion of the reported net income (loss) before taxes is attributable to non-controlling interest holders and (b) of the net change to the valuation allowance related 
 
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Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
to the step-up in the tax basis of investment tax assets.​​​​​​​
14.    Earnings Per Share and Stockholders’ Equity
Earnings Per Share
Basic and diluted net income per share of common stock for the three months ended March 31, 2021 and March 31, 2020 was calculated as follows:
 
                                                               
    
Three Months Ended
March 31,
    
2021
  
2020
Net Income (Loss) for Per Share of Common Stock Calculations
                 
Net Income (Loss) Attributable to The Blackstone Group Inc., Basic and Diluted
  
 $
1,747,872
 
  
 $
(1,066,492
    
 
 
 
  
 
 
 
     
Share/Units Outstanding
                 
Weighted-Average Shares of Common Stock Outstanding, Basic
  
 
709,033,212
 
  
 
676,305,359
 
Weighted-Average Shares of Unvested Deferred Restricted Common Stock
  
 
879,132
 
  
 
 
    
 
 
 
  
 
 
 
Weighted-Average Shares of Common Stock Outstanding, Diluted
  
 
709,912,344
 
  
 
676,305,359
 
    
 
 
 
  
 
 
 
     
Net Income (Loss) Per Share of Common Stock
                 
Basic
  
 $
2.47
 
  
 $
(1.58
    
 
 
 
  
 
 
 
Diluted
  
 $
2.46
 
  
 $
(1.58
    
 
 
 
  
 
 
 
Dividends Declared Per Share of Common Stock (a)
  
 $
0.96
 
  
 $
0.61
 
    
 
 
 
  
 
 
 
 
(a)
Dividends declared reflects the calendar date of the declaration for each dividend.
In computing the dilutive effect that the exchange of Blackstone Holdings Partnership Units would have on Net Income Per Share of Common Stock, Blackstone considered that net income available to holders of shares of common stock would increase due to the elimination of non-controlling interests in Blackstone Holdings, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at The Blackstone Group Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.
The following table summarizes the anti-dilutive securities for the three months ended March 31, 2021 and 2020:
 
                 
    
Three Months Ended
March 31,
 
    
2021
    
2020
 
Weighted-Average Shares of Unvested Deferred Restricted Common Stock
            10,465,568  
Weighted-Average Blackstone Holdings Partnership Units
     493,170,234        511,220,151  
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Stockholders’ Equity
In connection with the Conversion, effective July 1, 2019, each common unit of the Partnership outstanding immediately prior to the Conversion converted into
one issued and outstanding
, fully paid and nonassessable share of Class A common stock, $0.00001 par value per share, of the Company. The special voting unit of the Partnership outstanding immediately prior to the Conversion converted into
one issued and outstanding
, fully paid and nonassessable share of Class B common stock, $0.00001 par value per share, of the Company. The general partner units of the Partnership outstanding immediately prior to the Conversion converted into
one issued and outstanding
, fully paid and nonassessable share of Class C common stock, $0.00001 par value per share, of the Company.
In connection with the share reclassification, effective February 26, 2021, the Certificate of Incorporation of The Blackstone Group Inc. was amended and restated to: (a) rename the Class A common stock as “common stock,” which has the same rights and powers (including, without limitation, with respect to voting) that Blackstone’s Class A common stock formerly had, (b) reclassify the “Class B common stock” into a new “Series I preferred stock,” which has the same rights and powers that the Class B common stock formerly had, and (c) reclassify the Class C common stock into a new “Series II preferred stock,” which has the same rights and powers that the Class C common stock formerly had. In connection with such share reclassification, the Company authorized
10
billion shares of preferred stock with a par value of $
0.00001
, of which (a) 
999,999,000
shares are designated as Series 
I
preferred stock and (b) 
1,000
shares are designated as Series II preferred stock. The remaining
9
 billion shares may be designated from time to time in accordance with Blackstone’s certificate of incorporation. There was 1 share of Series I preferred stock and 1 share of Series II preferred stock issued and outstanding as of March 31, 2021.
Under Blackstone’s certificate of incorporation and Delaware law, holders of Blackstone’s common stock are entitled to vote, together with holders of Blackstone’s Series I preferred stock, voting as a single class, on a number of significant matters, including certain sales, exchanges or other dispositions of all or substantially all of Blackstone’s assets, a merger, consolidation or other business combination, the removal of the Series II Preferred Stockholder and forced transfer by the Series II Preferred Stockholder of its shares of Series II preferred stock and the designation of a successor Series II Preferred Stockholder. The Series II Preferred Stockholder elects the Company’s directors. Holders of Blackstone’s Series I preferred stock and Series II preferred stock are not entitled to dividends from the Company, or receipt of any of the Company’s assets in the event of any dissolution, liquidation or winding up. Blackstone Partners L.L.C. is the sole holder of the Series I preferred stock and Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock.
Share Repurchase Program
On July 16, 2019, Blackstone’s board of directors authorized the repurchase of up to
$1.0 
billion of common stock and Blackstone Holdings Partnership Units
(
the “2019 Repurchase Authorization”). On May 6, 2021, Blackstone’s board of directors authorized the repurchase of up to
$1.0
billion of common stock and Blackstone Holdings Partnership Units, which authorization replaced the 2019 Repurchase Authorization. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
During the three months ended March 31, 2021,
no
shares of common stock were repurchased. During the three months ended March 31, 2020, Blackstone repurchased 5.0 million shares of common stock at a total cost of $253.5 million. As of March 31, 2021, the amount remaining available for repurchases under the program was $307.2 million.
 
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Table of Contents
The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Shares Eligible for Dividends and Distributions
As of March 31, 2021, the total shares of common stock and Blackstone Holdings Partnership Units entitled to participate in dividends and distributions were as follows:
 
         
    
Shares/Units
 
Common Stock Outstanding
     690,569,563  
Unvested Participating Common Stock
     20,495,980  
    
 
 
 
Total Participating Common Stock
     711,065,543  
Participating Blackstone Holdings Partnership Units
     490,716,529  
    
 
 
 
           1,201,782,072  
    
 
 
 
15.    Equity-Based Compensation
Blackstone has granted equity-based compensation awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisers under Blackstone’s Amended and Restated 2007 Equity Incentive Plan (the “Equity Plan”). The Equity Plan allows for the granting of options, share appreciation rights or other share-based awards (shares, restricted shares, restricted shares of common stock, deferred restricted shares of common stock, phantom restricted shares of common stock or other share-based awards based in whole or in part on the fair value of shares of common stock or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2021, Blackstone had the ability to grant 171,130,080 shares under the Equity Plan.
For the three months ended March 31, 2021 and March 31, 2020, Blackstone recorded compensation expense of $163.9 million and $118.8 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $21.9 million and $13.7 million, respectively.
As of March 31, 2021, there was $1.4 billion of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 3.5 years.
Total vested and unvested outstanding shares, including common stock, Blackstone Holdings Partnership Units and deferred restricted shares of common stock, were 1,201,928,645 as of March 31, 2021. Total outstanding phantom shares were 72,738 as of March 31, 2021.
A summary of the status of Blackstone’s unvested equity-based awards as of March 31, 2021 and of changes during the period January 1, 2021 through March 31, 2021 is presented below:
 
                                                                                                                                                                                           
    
Blackstone Holdings
  
The Blackstone Group Inc.
             
Equity Settled Awards
  
Cash Settled Awards
        
Weighted-
      
Weighted-
      
Weighted-
        
Average
  
Deferred
 
Average
      
Average
    
Partnership
 
Grant Date
  
Restricted Shares
 
Grant Date
  
Phantom
 
Grant Date
Unvested Shares/Units
  
Units
 
Fair Value
  
of Common Stock
 
Fair Value
  
Shares
 
Fair Value
Balance, December 31, 2020
  
 
23,771,136
 
 
$
36.33
 
  
 
19,512,034
 
 
$
42.60
 
  
 
65,284
 
 
$
60.42
 
Granted
  
 
 
 
 
 
  
 
2,491,254
 
 
 
64.59
 
  
 
2,687
 
 
 
69.96
 
Vested
  
 
(1,084,770
 
 
36.74
 
  
 
(1,977,694
 
 
45.37
 
  
 
(1,211
 
 
69.96
 
Forfeited
  
 
(523,549
 
 
41.33
 
  
 
(214,904
 
 
44.53
 
  
 
 
 
 
 
    
 
 
 
          
 
 
 
          
 
 
 
       
Balance, March 31, 2021
  
 
22,162,817
 
 
$
36.47
 
  
 
19,810,690
 
 
$
45.07
 
  
 
66,760
 
 
$
69.96
 
    
 
 
 
          
 
 
 
          
 
 
 
       
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Shares/Units Expected to Vest
The following unvested shares and units, after expected forfeitures, as of March 31, 2021, are expected to vest:
 
             
         
Weighted-
         
Average
         
Service Period
   
Shares/Units
   
in Years
Blackstone Holdings Partnership Units
    19,349,603     2.5
Deferred Restricted Shares of Common Stock
    16,881,420     3.2
   
 
 
   
 
Total Equity-Based Awards
            36,231,023     2.8
   
 
 
   
 
Phantom Shares
    54,690     2.8
   
 
 
   
 
16.    Related Party Transactions
Affiliate Receivables and Payables
Due from Affiliates and Due to Affiliates consisted of the following:
 
                                                               
    
March 31,
 
December 31,
    
2021
 
2020
Due from Affiliates
                
Management Fees, Performance Revenues, Reimbursable Expenses and Other Receivables from Non-Consolidated Entities and Portfolio Companies
  
 $
2,365,997
 
 
 $
2,637,055
 
Due from Certain Non-Controlling Interest Holders and Blackstone Employees
  
 
614,749
 
 
 
548,897
 
Accrual for Potential Clawback of Previously Distributed Performance Allocations
  
 
34,572
 
 
 
35,563
 
    
 
 
 
 
 
 
 
    
 $
3,015,318
 
 
 $
3,221,515
 
    
 
 
 
 
 
 
 
 
                                                               
    
March 31,
 
December 31,
    
2021
 
2020
Due to Affiliates
                
Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements
  
 $
880,752
 
 
 $
857,523
 
Due to Non-Consolidated Entities
  
 
135,043
 
 
 
107,410
 
Due to Certain Non-Controlling Interest Holders and Blackstone Employees
  
 
64,619
 
 
 
61,539
 
Accrual for Potential Repayment of Previously Received Performance Allocations
  
 
81,361
 
 
 
108,569
 
    
 
 
 
 
 
 
 
    
 $
1,161,775
 
 
 $
1,135,041
 
    
 
 
 
 
 
 
 
Interests of the Founder, Senior Managing Directors, Employees and Other Related Parties
The Founder, senior managing directors, employees and certain other related parties invest on a discretionary basis in the consolidated Blackstone Funds both directly and through consolidated entities. These investments generally are subject to preferential management fee and performance allocation or incentive fee arrangements. As of March 31, 2021 and December 31, 2020, such investments aggregated $1.3 billion and $1.1 billion, respectively. Their share of the Net Income Attributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated Entities aggregated $117.4 million and $(178.4) million for the three months ended March 31, 2021 and 2020, respectively.
 
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(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Loans to Affiliates
Loans to affiliates consist of interest bearing advances to certain Blackstone individuals to finance their investments in certain Blackstone Funds. These loans earn interest at Blackstone’s cost of borrowing and such interest totaled $2.2 million and $3.0 million for the three months ended March 31, 2021 and 2020, respectively.
Contingent Repayment Guarantee
Blackstone and its personnel who have received Performance Allocation distributions have guaranteed payment on a several basis (subject to a cap) to the carry funds of any clawback obligation with respect to the excess Performance Allocation allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Potential Repayment of Previously Received Performance Allocations represents amounts previously paid to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the carry funds were to be liquidated based on the fair value of their underlying investments as of March 31, 2021. See Note 17. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback).”
Aircraft and Other Services
In the normal course of business, Blackstone makes use of aircraft owned by Stephen A. Schwarzman; aircraft owned by Jonathan D. Gray; and aircraft owned jointly by Joseph P. Baratta and two other individuals (each such aircraft, “Personal Aircraft”). Each of Messrs. Schwarzman, Gray and Baratta paid for his respective ownership interest in his Personal Aircraft himself and bears his respective share of all operating, personnel and maintenance costs associated with the operation of such Personal Aircraft. The payments Blackstone makes for the use of the Personal Aircraft are based on current market rates.
In addition, on occasion, certain of Blackstone’s executive officers and employee directors and their families may make personal use of aircraft in which Blackstone owns a fractional interest, as well as other assets of Blackstone. Any such personal use of Blackstone assets is charged to the executive officer or employee director based on market rates and usage. Personal use of Blackstone resources is also reimbursed to Blackstone based on market rates.
The transactions described herein are not material to the Condensed Consolidated Financial Statements.
Tax Receivable Agreements
Blackstone used a portion of the proceeds from the IPO and other sales of shares to purchase interests in the predecessor businesses from the predecessor owners. In addition, holders of Blackstone Holdings Partnership Units may exchange their Blackstone Holdings Partnership Units for shares of Blackstone common stock on a one-for-one basis. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings and therefore reduce the amount of tax that Blackstone would otherwise be required to pay in the future.
Blackstone has entered into tax receivable agreements with each of the predecessor owners and additional tax receivable agreements have been executed, and will continue to be executed, with newly-admitted senior managing directors and others who acquire Blackstone Holdings Partnership Units. The agreements provide for the payment by the corporate taxpayer to such owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the corporate taxpayers actually realize as a result of the aforementioned increases in tax basis and of certain other tax benefits related to entering into these tax receivable agreements. For purposes of the tax receivable agreements, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreements.
 
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(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $880.7 million over the next 15 years. The after-tax net present value of these estimated payments totals $237.3 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above.
Amounts related to the deferred tax asset resulting from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to shares of Blackstone common stock, the resulting remeasurement of net deferred tax assets at the Blackstone ownership percentage at the balance sheet date, the due to affiliates for the future payments resulting from the tax receivable agreements and resulting adjustment to partners’ capital are included as Acquisition of Ownership Interests from Non-Controlling Interest Holders in the Supplemental Disclosure of Non-Cash Investing and Financing Activities in the Condensed Consolidated Statements of Cash Flows.
Other
Blackstone does business with and on behalf of some of its Portfolio Companies; all such arrangements are on a negotiated basis.
Additionally, please see Note 17. “Commitments and Contingencies — Contingencies — Guarantees” for information regarding guarantees provided to a lending institution for certain loans held by employees.
17.    Commitments and Contingencies
Commitments
Investment Commitments
Blackstone had $4.1 billion of investment commitments as of March 31, 2021 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments, including loan commitments. The consolidated Blackstone Funds had signed investment commitments of $102.9 million as of March 31, 2021, which includes $66.9 million of signed investment commitments for portfolio company acquisitions in the process of closing.
Contingencies
Guarantees
Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the ongoing business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to Blackstone to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, Blackstone’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $22.5 million as of March 31, 2021.
The Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contributions to The Blackstone Group International Partners LLP. The amount guaranteed as of March 31, 2021 was $222.0 million.
 
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
During the period ended December 31, 2020, Blackstone provided a short-term guarantee supporting the purchase of loans from warehousing provided by third party banks related to the launch of a non-consolidated credit fund. As of March 31, 2021, this warehousing vehicle purchased $128.2 million of loans with a fair value of $128.8 million, a $0.6 million gain. As of January 7, 2021, the product’s fundraising threshold under the warehouse had been met releasing Blackstone as primary obligor under the ongoing purchase guarantee. Blackstone will continue to be secondarily liable under the purchase guarantee through June 30, 2021.
Litigation
Blackstone may from time to time be involved in litigation and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regulation, which may result in regulatory proceedings against Blackstone.
Blackstone accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, Blackstone does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial position or cash flows.
In December 2017, a purported derivative suit (Mayberry v. KKR & Co., L.P., et al.) was filed in the Commonwealth of Kentucky Franklin County Circuit Court on behalf of the Kentucky Retirement System (“KRS”) by eight of its members and beneficiaries alleging various breaches of fiduciary duty and other violations of Kentucky state law in connection with KRS’s investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. (“BAAM L.P.”). The suit named more than 30 defendants, including The Blackstone Group L.P.; BAAM L.P.; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as then-Vice Chairman of Blackstone and CEO of BAAM L.P. (collectively, the “Blackstone Defendants”). Aside from the Blackstone Defendants, the action also named current and former KRS trustees and former KRS officers and various other service providers to KRS and their related persons.
The plaintiffs filed an amended complaint in January 2018. In November 2018, the Circuit Court granted one defendant’s motion to dismiss and denied all other defendants’ motions to dismiss, including those of the Blackstone Defendants. In January 2019, certain of the KRS trustee and officer defendants noticed appeals from the denial of the motions to dismiss to the Kentucky Court of Appeals, and also filed a motion to stay the Mayberry proceedings in Circuit Court pending the outcome of those appeals. In addition, several defendants, including the Blackstone Defendants, filed petitions in the Kentucky Court of Appeals for a writ of prohibition against the ongoing Mayberry proceedings on the ground that the plaintiffs lack standing. In April 2019, the KRS trustee and officer defendants’ appeals were transferred to the Kentucky Supreme Court.
On April 23, 2019, the Kentucky Court of Appeals granted the Blackstone Defendants’ petition for a writ of prohibition and vacated the Circuit Court’s November 30, 2018 Opinion and Order denying the motion to dismiss for lack of standing. On April 24, 2019, the Mayberry Plaintiffs filed a notice of appeal of that order to the Kentucky Supreme Court.
On July 9, 2020, the Kentucky Supreme Court unanimously held that the plaintiffs lack constitutional standing to bring their claims and remanded the case to the Circuit Court with direction to dismiss the complaint. On July 20, 2020, the Kentucky Attorney General filed a motion to intervene and a proposed intervening complaint in the Mayberry action on behalf of the Commonwealth of Kentucky. The Blackstone Defendants filed an objection to that motion on July 30, 2020. On July 21, 2020, the Kentucky Attorney General also filed a separate action in Franklin County Circuit Court that is nearly identical to its proposed intervening complaint. In addition, on July 29, 2020, counsel for certain of the Mayberry Plaintiffs filed a motion for leave to amend their complaint, purporting to remedy the standing defects identified by the Kentucky Supreme Court. On December 28, 2020, the Circuit Court dismissed the Mayberry Plaintiffs’ complaint for lack of standing, denied the Mayberry Plaintiffs’ motion for
 
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
leave to amend, and granted the Kentucky Attorney General’s motion to intervene over the defendants’ objections. On January 11, 2021, the Circuit Court ordered the Kentucky Attorney General to file an amended complaint in the purported derivative suit by February 1, 2021. On January 29, 2021, the Kentucky Attorney General moved for an extension of time to file its amended complaint, citing an ongoing investigation of the claims by KRS. On February 18, 2021, the Circuit Court granted the Kentucky Attorney General’s request and ordered the Kentucky Attorney General to file such amended complaint by April 12, 2021. On April 8, 2021 and April 22, 2021, the Circuit Court granted extensions of the Kentucky Attorney General’s deadline to file an amended complaint, again citing the ongoing investigation by KRS. The Kentucky Attorney General’s deadline to file an amended complaint is currently May 27, 2021.
On December 31, 2020, three potentially new derivative plaintiffs brought a motion in the Circuit Court for leave to file a third amended complaint. The new derivative plaintiffs allege they have standing and seek to press the Mayberry Plaintiffs’ case. On January 11, 2021, the Circuit Court concluded that the motion to amend was not ripe and ordered the three potentially new derivative plaintiffs to file a motion to intervene by no later than February 11, 2021. On February 1, 2021, the three potentially new derivative plaintiffs filed a motion to intervene in the purported derivative suit. On March 2, 2021, the Blackstone Defendants, certain other defendants, the Kentucky Attorney General, and KRS filed responses opposing the motion to intervene. The potentially new derivative plaintiffs filed their reply in support of the motion to intervene on March 8, 2021, and oral argument on the motion is currently scheduled for June 1, 2021.
On January 6, 2021, the three potentially new derivative plaintiffs also filed a separate derivative action that is substantially the same as the amended complaint they seek to file in the original derivative action. On February 12, 2021, the Circuit Court stayed the defendants’ response deadline pending resolution of the three potentially new derivative plaintiffs’ motion to intervene in the purported derivative action.
On April 28, 2021, the Kentucky Attorney General filed a declaratory judgment action in Franklin County Circuit Court on behalf of the Commonwealth of Kentucky. The Kentucky Attorney General’s complaint alleges that certain provisions in the subscription agreements between KRS and the managers of the three funds at issue in the Mayberry action violate the Kentucky Constitution. The Kentucky Attorney General’s suit names as defendants BAAM L.P., Blackstone, and five other defendants also named in the Mayberry action.
Blackstone continues to believe that these suits are totally without merit and intends to defend them vigorously.
Contingent Obligations (Clawback)
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.
For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Performance Allocation distributions with respect to such fund’s realized investments.
 
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(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table presents the clawback obligations by segment:
 
                                                                                                                                                                                           
    
March 31, 2021
  
December 31, 2020
         
Current and
            
Current and
   
    
Blackstone
  
Former
       
Blackstone
  
Former
   
Segment
  
Holdings
  
Personnel (a)
  
Total
  
Holdings
  
Personnel (a)
 
Total
Real Estate
  
 $
27,433
 
  
 $
16,568
 
  
 $
44,001
 
  
 $
28,283
 
  
 $
17,102
 
 
 $
45,385
 
Private Equity
  
 
5,548
 
  
 
2,002
 
  
 
7,550
 
  
 
41,722
 
  
 
(8,623
 
 
33,099
 
Credit & Insurance
  
 
13,808
 
  
 
16,002
 
  
 
29,810
 
  
 
13,935
 
  
 
16,150
 
 
 
30,085
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
    
 $
46,789
 
  
 $
34,572
 
  
 $
81,361
 
  
 $
83,940
 
  
 $
24,629
 
 
 $
108,569
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
(a)
The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis.
For Private Equity, Real Estate, and certain Credit & Insurance Funds, a portion of the Performance Allocations paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the Condensed Consolidated Financial Statements of Blackstone, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At March 31, 2021, $829.6 million was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.
In the Credit & Insurance segment, payment of Performance Allocations to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substantially deferred under the terms of the partnership agreements. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.
If, at March 31, 2021, all of the investments held by Blackstone’s carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $4.3 billion, on an
after-tax
basis where applicable, of which Blackstone Holdings is potentially liable for $3.9 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote.
18.    Segment Reporting
Blackstone transacts its primary business in the United States and substantially all of its revenues are generated domestically.
Blackstone conducts its alternative asset management businesses through four segments:
 
   
Real Estate – Blackstone’s Real Estate segment primarily comprises its management of global, Europe and Asia-focused opportunistic real estate funds, high-yield and high-grade real estate debt funds, liquid real estate debt funds, Core+ real estate funds, which also include a non-listed REIT, and a NYSE-listed REIT.
 
   
Private Equity – Blackstone’s Private Equity segment includes its management of flagship corporate private equity funds, sector and geographically-focused corporate private equity funds, including energy and Asia-focused funds, core private equity funds, an opportunistic investment platform, a secondary fund of funds business, infrastructure-focused funds, a life sciences private investment platform, a growth equity investment platform, a multi-asset investment program for eligible high net worth investors and a capital markets services business.
 
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(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
   
Hedge Fund Solutions – The largest component of Blackstone’s Hedge Fund Solutions segment is Blackstone Alternative Asset Management, which manages a broad range of commingled and customized hedge fund of fund solutions. The segment also includes investment platforms that seed new hedge fund businesses, purchase minority interests in more established general partners and management companies of funds, invest in special situation opportunities, create alternative solutions in the form of daily liquidity products and invest directly.
 
   
Credit & Insurance – Blackstone’s Credit & Insurance segment consists principally of Blackstone Credit, formerly known as GSO Capital Partners LP, which is organized into two overarching strategies: private credit (which includes mezzanine lending funds, middle market direct lending funds, including Blackstone’s business development company, secured lending fund, structured products group, stressed/distressed strategies and energy strategies) and liquid credit (which consists of CLOs, closed-ended funds, open-ended funds and separately managed accounts). In addition, the segment includes a publicly traded master limited partnership investment platform, Harvest, and Blackstone’s insurer-focused platform, Blackstone Insurance Solutions.
These business segments are differentiated by their various investment strategies. The Real Estate, Private Equity, Hedge Fund Solutions and Credit & Insurance segments primarily earn their income from management fees and investment returns on assets under management.
Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related Charges. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.
For segment reporting purposes, Segment Distributable Earnings is presented along with its major components, Fee Related Earnings and Net Realizations. Fee Related Earnings is used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Net Realizations is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation. Performance Allocations and Incentive Fees are presented together and referred to collectively as Performance Revenues or Performance Compensation.
 
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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Segment Presentation
The following tables present the financial data for Blackstone’s four segments as of March 31, 2021 and for the three months ended March 31, 2021 and 2020.
 
                                                                                                                                                            
    
March 31, 2021 and the Three Months Then Ended
    
Real
 
Private
 
Hedge Fund
 
Credit &
 
Total
    
Estate
 
Equity
 
Solutions
 
Insurance
 
Segments
Management and Advisory Fees, Net
                                        
Base Management Fees
  
  $
427,186
 
 
  $
377,660
 
 
  $
150,533
 
 
  $
161,911
 
 
  $
1,117,290
 
Transaction, Advisory and Other Fees, Net
  
 
26,019
 
 
 
42,707
 
 
 
4,346
 
 
 
5,568
 
 
 
78,640
 
Management Fee Offsets
  
 
(1,623
 
 
(13,919
 
 
(58
 
 
(2,125
 
 
(17,725
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
451,582
 
 
 
406,448
 
 
 
154,821
 
 
 
165,354
 
 
 
1,178,205
 
Fee Related Performance Revenues
  
 
155,392
 
 
 
 
 
 
 
 
 
13,776
 
 
 
169,168
 
Fee Related Compensation
  
 
(188,492
 
 
(140,597
 
 
(38,850
 
 
(77,171
 
 
(445,110
Other Operating Expenses
  
 
(44,362
 
 
(51,055
 
 
(19,172
 
 
(46,835
 
 
(161,424
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
374,120
 
 
 
214,796
 
 
 
96,799
 
 
 
55,124
 
 
 
740,839
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
88,638
 
 
 
255,845
 
 
 
31,573
 
 
 
25,267
 
 
 
401,323
 
Realized Performance Compensation
  
 
(22,762
 
 
(111,209
 
 
(6,908
 
 
(10,045
 
 
(150,924
Realized Principal Investment Income
  
 
100,820
 
 
 
115,403
 
 
 
35,550
 
 
 
46,383
 
 
 
298,156
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
166,696
 
 
 
260,039
 
 
 
60,215
 
 
 
61,605
 
 
 
548,555
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
  $
540,816
 
 
  $
474,835
 
 
  $
157,014
 
 
  $
116,729
 
 
  $
1,289,394
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Assets
  
  $
9,382,360
 
 
  $
12,585,484
 
 
  $
2,524,669
 
 
  $
3,837,509
 
 
  $
28,330,022
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                                                                                                                            
    
Three Months Ended March 31, 2020
    
Real
 
Private
 
Hedge Fund
 
Credit &
 
Total
    
Estate
 
Equity
 
Solutions
 
Insurance
 
Segments
Management and Advisory Fees, Net
                                        
Base Management Fees
  
  $
371,438
 
 
  $
253,974
 
 
  $
139,656
 
 
  $
145,328
 
 
  $
910,396
 
Transaction, Advisory and Other Fees, Net
  
 
23,024
 
 
 
21,413
 
 
 
758
 
 
 
5,470
 
 
 
50,665
 
Management Fee Offsets
  
 
(8,341
 
 
(9,215
 
 
(42
 
 
(2,896
 
 
(20,494
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
386,121
 
 
 
266,172
 
 
 
140,372
 
 
 
147,902
 
 
 
940,567
 
Fee Related Performance Revenues
  
 
4,551
 
 
 
 
 
 
 
 
 
7,915
 
 
 
12,466
 
Fee Related Compensation
  
 
(120,296
 
 
(110,368
 
 
(46,191
 
 
(69,409
 
 
(346,264
Other Operating Expenses
  
 
(40,476
 
 
(41,001
 
 
(18,667
 
 
(38,741
 
 
(138,885
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
229,900
 
 
 
114,803
 
 
 
75,514
 
 
 
47,667
 
 
 
467,884
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
43,720
 
 
 
112,076
 
 
 
1,767
 
 
 
9,670
 
 
 
167,233
 
Realized Performance Compensation
  
 
(13,392
 
 
(54,643
 
 
(945
 
 
(2,322
 
 
(71,302
Realized Principal Investment Income
  
 
7,300
 
 
 
10,347
 
 
 
(609
 
 
3,252
 
 
 
20,290
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
37,628
 
 
 
67,780
 
 
 
213
 
 
 
10,600
 
 
 
116,221
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
 $
267,528
 
 
  $
182,583
 
 
  $
75,727
 
 
  $
58,267
 
 
  $
584,105
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Reconciliations of Total Segment Amounts
The following tables reconcile the Total Segment Revenues, Expenses and Distributable Earnings to their equivalent GAAP measure for the three months ended March 31, 2021 and 2020 along with Total Assets as of March 31, 2021:
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
 
2020
Revenues
                
Total GAAP Revenues
  
  $
5,298,872
 
 
  $
(3,075,964
Less: Unrealized Performance Revenues (a)
  
 
(2,464,497
 
 
3,453,446
 
Less: Unrealized Principal Investment (Income) Loss (b)
  
 
(423,934
 
 
616,610
 
Less: Interest and Dividend Revenue (c)
  
 
(31,412
 
 
(37,599
Less: Other Revenue (d)
  
 
(60,273
 
 
(138,151
Impact of Consolidation (e)
  
 
(269,316
 
 
321,118
 
Amortization of Intangibles (f)
  
 
 
 
 
387
 
Transaction-Related Charges (g)
  
 
(3,623
 
 
(830
Intersegment Eliminations
  
 
1,035
 
 
 
1,539
 
    
 
 
 
 
 
 
 
Total Segment Revenue (h)
  
  $
2,046,852
 
 
  $
1,140,556
 
    
 
 
 
 
 
 
 
 
                                                               
    
Three Months Ended
March 31,
    
2021
 
2020
Expenses
                
Total GAAP Expenses
  
  $
2,051,447
 
 
  $
(638,075
Less: Unrealized Performance Allocations Compensation (i)
  
 
(1,049,969
 
 
1,397,378
 
Less: Equity-Based Compensation (j)
  
 
(144,272
 
 
(87,472
Less: Interest Expense (k)
  
 
(44,340
 
 
(41,540
Impact of Consolidation (e)
  
 
(5,100
 
 
(11,459
Amortization of Intangibles (f)
  
 
(17,124
 
 
(16,096
Transaction-Related Charges (g)
  
 
(31,511
 
 
(47,824
Administrative Fee Adjustment (l)
  
 
(2,708
 
 
 
Intersegment Eliminations
  
 
1,035
 
 
 
1,539
 
    
 
 
 
 
 
 
 
Total Segment Expenses (m)
  
  $
757,458
 
 
  $
556,451
 
    
 
 
 
 
 
 
 
 
                                                               
    
Three Months Ended
March 31,
    
2021
 
2020
Other Income
                
Total GAAP Other Income
  
  $
123,263
 
 
  $
(327,969
Impact of Consolidation (e)
  
 
(123,263
 
 
327,969
 
    
 
 
 
 
 
 
 
Total Segment Other Income
  
  $
 
 
  $
 
    
 
 
 
 
 
 
 
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                               
    
Three Months Ended
March 31,
    
2021
 
2020
Income (Loss) Before Benefit for Taxes
                
Total GAAP Income (Loss) Before Benefit for Taxes
  
  $
3,370,688
 
 
  $
(2,765,858
Less: Unrealized Performance Revenues (a)
  
 
(2,464,497
 
 
3,453,446
 
Less: Unrealized Principal Investment (Income) Loss (b)
  
 
(423,934
 
 
616,610
 
Less: Interest and Dividend Revenue (c)
  
 
(31,412
 
 
(37,599
Less: Other Revenue (d)
  
 
(60,273
 
 
(138,151
Plus: Unrealized Performance Allocations Compensation (i)
  
 
1,049,969
 
 
 
(1,397,378
Plus: Equity-Based Compensation (j)
  
 
144,272
 
 
 
87,472
 
Plus: Interest Expense (k)
  
 
44,340
 
 
 
41,540
 
Impact of Consolidation (e)
  
 
(387,479
 
 
660,546
 
Amortization of Intangibles (f)
  
 
17,124
 
 
 
16,483
 
Transaction-Related Charges (g)
  
 
27,888
 
 
 
46,994
 
Administrative Fee Adjustment (l)
  
 
2,708
 
 
 
 
    
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
  $
1,289,394
 
 
  $
584,105
 
    
 
 
 
 
 
 
 
 
                                
    
As of
    March 31,    
2021
Total Assets
        
Total GAAP Assets
  
  $
29,709,986
 
Impact of Consolidation (e)
  
 
(1,379,964
    
 
 
 
Total Segment Assets
  
  $
28,330,022
 
    
 
 
 
 
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles and Transaction-Related Charges.
(a)
This adjustment removes Unrealized Performance Revenues on a segment basis.
(b)
This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis.
(c)
This adjustment removes Interest and Dividend Revenue on a segment basis.
(d)
This adjustment removes Other Revenue on a segment basis. For the three months ended March 31, 2021 and 2020, Other Revenue on a GAAP basis was $60.3 million and $138.2 million, and included $59.5 million and $136.9 million of foreign exchange gains (losses), respectively.
(e)
This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds, the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.
(f)
This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation. This amount includes amortization of intangibles associated with Blackstone’s investment in Pátria, which was historically accounted for under the equity method. As a result of Pátria’s IPO in January 2021, equity method has been discontinued and there will no longer be amortization of intangibles associated with the investment.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
(g)
This adjustment removes Transaction-Related Charges, which are excluded from Blackstone’s segment presentation. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures, and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.
(h)
Total Segment Revenues is comprised of the following:
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
  
2020
Total Segment Management and Advisory Fees, Net
  
 $
1,178,205
 
  
 $
940,567
 
Total Segment Fee Related Performance Revenues
  
 
169,168
 
  
 
12,466
 
Total Segment Realized Performance Revenues
  
 
401,323
 
  
 
167,233
 
Total Segment Realized Principal Investment Income
  
 
298,156
 
  
 
20,290
 
    
 
 
 
  
 
 
 
Total Segment Revenues
  
 $
  2,046,852
 
  
 $
  1,140,556
 
    
 
 
 
  
 
 
 
 
(i)
This adjustment removes Unrealized Performance Allocations Compensation.
(j)
This adjustment removes Equity-Based Compensation on a segment basis.
(k)
This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement.
(l)
This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
(m)
Total Segment Expenses is comprised of the following:
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
  
2020
Total Segment Fee Related Compensation
  
 $
445,110
 
  
 $
346,264
 
Total Segment Realized Performance Compensation
  
 
150,924
 
  
 
71,302
 
Total Segment Other Operating Expenses
  
 
161,424
 
  
 
138,885
 
    
 
 
 
  
 
 
 
Total Segment Expenses
  
 $
  757,458
 
  
   $
556,451
 
    
 
 
 
  
 
 
 
Reconciliations of Total Segment Components
The following tables reconcile the components of Total Segments to their equivalent GAAP measures, reported on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2021 and 2020:
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
  
2020
Management and Advisory Fees, Net
                 
GAAP
  
 $
1,177,815
 
  
 $
934,832
 
Segment Adjustment (a)
  
 
390
 
  
 
5,735
 
    
 
 
 
  
 
 
 
Total Segment
  
 $
  1,178,205
 
  
 $
940,567
 
    
 
 
 
  
 
 
 
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
 
2020
GAAP Realized Performance Revenues to Total Segment Fee Related Performance Revenues
                
GAAP
                
Incentive Fees
  
 $
36,124
 
 
 $
12,161
 
Investment Income - Realized Performance Allocations
  
 
534,367
 
 
 
167,530
 
    
 
 
 
 
 
 
 
GAAP
  
 
570,491
 
 
 
179,691
 
Total Segment
                
Less: Realized Performance Revenues
  
 
(401,323
 
 
(167,233
Segment Adjustment (b)
  
 
 
 
 
8
 
    
 
 
 
 
 
 
 
Total Segment
  
 $
169,168
 
 
 $
12,466
 
    
 
 
 
 
 
 
 
 
     
                        
     
                        
 
 
  
Three Months Ended
 
  
March 31,
 
  
2021
 
2020
GAAP Compensation to Total Segment Fee Related Compensation
  
     
 
     
GAAP
  
     
 
     
Compensation
  
 $
542,638
 
 
 $
476,543
 
Incentive Fee Compensation
  
 
13,325
 
 
 
6,522
 
Realized Performance Allocations Compensation
  
 
213,027
 
 
 
72,423
 
 
  
 
 
 
 
 
 
 
GAAP
  
 
768,990
 
 
 
555,488
 
Total Segment
  
     
 
     
Less: Realized Performance Compensation
  
 
(150,924
 
 
(71,302
Less: Equity-Based Compensation - Operating Compensation
  
 
(141,674
 
 
(85,334
Less: Equity-Based Compensation - Performance Compensation
  
 
(2,598
 
 
(2,138
Segment Adjustment (c)
  
 
(28,684
 
 
(50,450
 
  
 
 
 
 
 
 
 
Total Segment
  
 $
445,110
 
 
 $
346,264
 
 
  
 
 
 
 
 
 
 
 
 
  
Three Months Ended
 
  
March 31,
  
2021
 
2020
GAAP General, Administrative and Other to Total Segment Other Operating Expenses
  
   
 
   
GAAP
  
 $
185,122
 
 
 $
157,566
 
Segment Adjustment (d)
  
 
(23,698
 
 
(18,681
 
  
 
 
 
 
 
 
 
Total Segment
  
 $
161,424
 
 
 $
138,885
 
 
  
 
 
 
 
 
 
 
 
55

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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
 
2020
Realized Performance Revenues
                
GAAP
                
Incentive Fees
  
 $
36,124
 
 
 $
12,161
 
Investment Income - Realized Performance Allocations
  
 
534,367
 
 
 
167,530
 
    
 
 
 
 
 
 
 
GAAP
  
 
570,491
 
 
 
179,691
 
Total Segment
                
Less: Fee Related Performance Revenues
  
 
(169,168
 
 
(12,466
Segment Adjustment (b)
  
 
 
 
 
8
 
    
 
 
 
 
 
 
 
Total Segment
  
 $
401,323
 
 
 $
167,233
 
    
 
 
 
 
 
 
 
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
 
2020
Realized Performance Compensation
                
GAAP
                
Incentive Fee Compensation
  
 $
13,325
 
 
 $
6,522
 
Realized Performance Allocation Compensation
  
 
213,027
 
 
 
72,423
 
    
 
 
 
 
 
 
 
GAAP
  
 
226,352
 
 
 
78,945
 
Total Segment
                
Less: Fee Related Performance Compensation
  
 
(72,830
 
 
(5,505
Less: Equity-Based Compensation - Performance Compensation
  
 
(2,598
 
 
(2,138
    
 
 
 
 
 
 
 
Total Segment
  
 $
150,924
 
 
 $
71,302
 
    
 
 
 
 
 
 
 
 
                                                               
    
Three Months Ended
    
March 31,
    
2021
 
2020
Realized Principal Investment Income
                
GAAP
  
 $
355,038
 
 
 $
48,695
 
Segment Adjustment (e)
  
 
(56,882
 
 
(28,405
    
 
 
 
 
 
 
 
Total Segment
  
 $
298,156
 
 
 $
20,290
 
    
 
 
 
 
 
 
 
 
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles, the expense of equity-based awards and Transaction-Related Charges.
(a)
Represents (1) the add back of net management fees earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures.
(b)
Represents the add back of Performance Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation.
(c)
Represents the removal of Transaction-Related Charges that are not recorded in the Total Segment measures.
 
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The Blackstone Group Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
(d)
Represents the removal of (1) the amortization of transaction-related intangibles, and (2) certain expenses reimbursed by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures. The three months ended March 31, 2021 includes a reduction equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units which is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
(e)
Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.
19.    Subsequent Events
There have been no events since March 31, 2021 that require recognition or disclosure in the Condensed Consolidated Financial Statements.
 
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Item 1A. Unaudited Supplemental Presentation of Statements of Financial Condition
The Blackstone Group Inc.
Unaudited Consolidating Statements of Financial Condition
(Dollars in Thousands)
 
 
                                                                                                   
    
March 31, 2021
    
Consolidated
 
Consolidated
    
    
Operating
 
Blackstone
  
Reclasses and
   
    
Partnerships
 
Funds (a)
  
Eliminations
 
Consolidated
Assets
 
 
Cash and Cash Equivalents
  
 $
2,862,422
 
 
 $
 
  
 $
 
 
 $
2,862,422
 
Cash Held by Blackstone Funds and Other
  
 
 
 
 
109,285
 
  
 
 
 
 
109,285
 
Investments
  
 
16,762,080
 
 
 
1,459,804
 
  
 
(278,575
 
 
17,943,309
 
Accounts Receivable
  
 
887,050
 
 
 
88,560
 
  
 
 
 
 
975,610
 
Due from Affiliates
  
 
3,015,102
 
 
 
11,139
 
  
 
(10,923
 
 
3,015,318
 
Intangible Assets, Net
  
 
340,478
 
 
 
 
  
 
 
 
 
340,478
 
Goodwill
  
 
1,890,185
 
 
 
 
  
 
 
 
 
1,890,185
 
Other Assets
  
 
433,801
 
 
 
674
 
  
 
 
 
 
434,475
 
Right-of-Use Assets
  
 
736,633
 
 
 
 
  
 
 
 
 
736,633
 
Deferred Tax Assets
  
 
1,402,271
 
 
 
 
  
 
 
 
 
1,402,271
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Assets
  
 $
28,330,022
 
 
 $
1,669,462
 
  
 $
(289,498
 
 $
29,709,986
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Liabilities and Equity
         
Loans Payable
  
 $
5,573,865
 
 
 $
100
 
  
 $
 
 
 $
5,573,965
 
Due to Affiliates
  
 
1,076,037
 
 
 
96,660
 
  
 
(10,922
 
 
1,161,775
 
Accrued Compensation and Benefits
  
 
4,376,226
 
 
 
 
  
 
 
 
 
4,376,226
 
Securities Sold, Not Yet Purchased
  
 
9,224
 
 
 
23,936
 
  
 
 
 
 
33,160
 
Repurchase Agreements
  
 
 
 
 
58,050
 
  
 
 
 
 
58,050
 
Operating Lease Liabilities
  
 
842,692
 
 
 
 
  
 
 
 
 
842,692
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
784,391
 
 
 
54,539
 
  
 
 
 
 
838,930
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities
  
 
12,662,435
 
 
 
233,285
 
  
 
(10,922
 
 
12,884,798
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Redeemable Non-Controlling Interests in Consolidated Entities
  
 
22,000
 
 
 
43,546
 
  
 
 
 
 
65,546
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Equity
         
Common Stock
  
 
7
 
 
 
 
  
 
 
 
 
7
 
Series I Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Series II Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Additional Paid-in-Capital
  
 
6,446,829
 
 
 
268,008
 
  
 
(268,008
 
 
6,446,829
 
Retained Earnings
  
 
1,408,768
 
 
 
10,568
 
  
 
(10,568
 
 
1,408,768
 
Accumulated Other Comprehensive Loss
  
 
(11,454
 
 
 
  
 
 
 
 
(11,454
Non-Controlling Interests in Consolidated Entities
  
 
3,276,539
 
 
 
1,114,055
 
  
 
 
 
 
4,390,594
 
Non-Controlling Interests in Blackstone Holdings
  
 
4,524,898
 
 
 
 
  
 
 
 
 
4,524,898
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Equity
  
 
15,645,587
 
 
 
1,392,631
 
  
 
(278,576
 
 
16,759,642
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities and Equity
  
 $
28,330,022
 
 
 $
1,669,462
 
  
 $
(289,498
 
 $
29,709,986
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
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The Blackstone Group Inc.
Unaudited Consolidating Statements of Financial Condition - Continued
(Dollars in Thousands)
 
 
                                                                                                   
    
December 31, 2020
    
Consolidated
 
Consolidated
   
    
Operating
 
Blackstone
 
Reclasses and
   
    
Partnerships
 
Funds (a)
 
Eliminations
 
Consolidated
Assets
        
Cash and Cash Equivalents
  
 $
1,999,484
 
 
 $
 
 
 $
 
 
 $
1,999,484
 
Cash Held by Blackstone Funds and Other
  
 
 
 
 
64,972
 
 
 
 
 
 
64,972
 
Investments
  
 
14,425,035
 
 
 
1,455,008
 
 
 
(262,901
 
 
15,617,142
 
Accounts Receivable
  
 
746,059
 
 
 
120,099
 
 
 
 
 
 
866,158
 
Due from Affiliates
  
 
3,224,522
 
 
 
10,001
 
 
 
(13,008
 
 
3,221,515
 
Intangible Assets, Net
  
 
347,955
 
 
 
 
 
 
 
 
 
347,955
 
Goodwill
  
 
1,901,485
 
 
 
 
 
 
 
 
 
1,901,485
 
Other Assets
  
 
480,760
 
 
 
262
 
 
 
 
 
 
481,022
 
Right-of-Use Assets
  
 
526,943
 
 
 
 
 
 
 
 
 
526,943
 
Deferred Tax Assets
  
 
1,242,576
 
 
 
 
 
 
 
 
 
1,242,576
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Assets
  
 $
24,894,819
 
 
 $
1,650,342
 
 
 $
(275,909
 
 $
26,269,252
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
        
Loans Payable
  
 $
5,644,554
 
 
 $
99
 
 
 $
 
 
 $
5,644,653
 
Due to Affiliates
  
 
1,070,955
 
 
 
77,095
 
 
 
(13,009
 
 
1,135,041
 
Accrued Compensation and Benefits
  
 
3,433,260
 
 
 
 
 
 
 
 
 
3,433,260
 
Securities Sold, Not Yet Purchased
  
 
9,324
 
 
 
41,709
 
 
 
 
 
 
51,033
 
Repurchase Agreements
  
 
 
 
 
76,808
 
 
 
 
 
 
76,808
 
Operating Lease Liabilities
  
 
620,844
 
 
 
 
 
 
 
 
 
620,844
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
679,883
 
 
 
37,221
 
 
 
 
 
 
717,104
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities
  
 
11,458,820
 
 
 
232,932
 
 
 
(13,009
 
 
11,678,743
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable Non-Controlling Interests in Consolidated Entities
  
 
21,999
 
 
 
43,162
 
 
 
 
 
 
65,161
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
        
Common Stock
  
 
7
 
 
 
 
 
 
 
 
 
7
 
Series I Preferred Stock
  
 
 
 
 
 
 
 
 
 
 
 
Series II Preferred Stock
  
 
 
 
 
 
 
 
 
 
 
 
Additional Paid-in-Capital
  
 
6,332,105
 
 
 
269,235
 
 
 
(269,235
 
 
6,332,105
 
Retained Earnings
  
 
335,762
 
 
 
(6,335
 
 
6,335
 
 
 
335,762
 
Accumulated Other Comprehensive Loss
  
 
(15,831
 
 
 
 
 
 
 
 
(15,831
Non-Controlling Interests in Consolidated Entities
  
 
2,930,809
 
 
 
1,111,348
 
 
 
 
 
 
4,042,157
 
Non-Controlling Interests in Blackstone Holdings
  
 
3,831,148
 
 
 
 
 
 
 
 
 
3,831,148
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity
  
 
13,414,000
 
 
 
1,374,248
 
 
 
(262,900
 
 
14,525,348
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Equity
  
 $
24,894,819
 
 
 $
1,650,342
 
 
 $
(275,909
 
 $
26,269,252
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The Consolidated Blackstone Funds consisted of the following:
Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP
Blackstone / GSO Global Dynamic Credit Funding Designated Activity Company
Blackstone / GSO Global Dynamic Credit Master Fund
 
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Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland)
Blackstone Real Estate Special Situations Holdings L.P.
Blackstone Strategic Alliance Fund L.P.
BTD CP Holdings LP
Mezzanine side-by-side investment vehicles
Private equity side-by-side investment vehicles
Real estate side-by-side investment vehicles
Hedge Fund Solutions side-by-side investment vehicles.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with The Blackstone Group Inc.’s condensed consolidated financial statements and the related notes included in this Quarterly Report on
Form 10-Q.
In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to The Blackstone Group Inc. and its consolidated subsidiaries.
Effective February 26, 2021, Blackstone effectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respectively (the “share reclassification”). Each new stock has the same rights and powers of its predecessor. All references to common stock, Series I preferred stock and Series II preferred stock prior to the share reclassification refer to Class A, Class B and Class C common stock, respectively. See “— Organizational Structure.”
Our Business
Blackstone is one of the world’s leading investment firms. Our business is organized into four segments:
 
   
Real Estate.
Our real estate business is a global leader in real estate investing. Our Real Estate segment operates as one globally integrated business, with investments in the Americas, Europe and Asia. Our real estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors and to make a positive impact on the communities in which we invest.
Our Blackstone Real Estate Partners (“BREP”) funds are geographically diversified and target a broad range of “opportunistic” real estate and real estate-related investments. The BREP funds include global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality assets, focusing where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, office, rental housing, hospitality and retail properties around the world, as well as a variety of real estate operating companies.
Our Blackstone Real Estate Debt Strategies (“BREDS”) vehicles primarily target real estate-related debt investment opportunities. BREDS’ scale and investment mandates enable it to provide a variety of lending and investment options including commercial real estate and mezzanine loans, residential mortgage loan pools and liquid real estate-related debt securities. The BREDS platform includes a number of high-yield real estate debt funds, liquid real estate debt funds and BXMT, a NYSE-listed real estate investment trust (“REIT”).
Blackstone Real Estate began its Core+ strategy in 2013. Blackstone’s Core+ strategy invests in substantially stabilized real estate globally through regional open-ended funds focused on high-quality assets, the Blackstone Property Partners funds (“BPP”), and Blackstone Real Estate Income Trust, Inc. (“BREIT”), a non-listed REIT which was launched in 2017 and invests in U.S. income-generating assets. In November 2020, we launched Blackstone BioMed Life Science Real Estate L.P. (“BPP Life Sciences”), a long-term, perpetual capital, core+ return fund that owns BioMed Realty and is focused on life science office investments primarily across the U.S.
 
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Private Equity.
Our Private Equity segment includes our corporate private equity business, which consists of (a) our flagship private equity funds (Blackstone Capital Partners (“BCP”) funds), which includes global funds as well as funds focused specifically on Asia investments, (b) our sector-focused private equity funds, including our energy-focused funds (Blackstone Energy Partners (“BEP”) funds) and (c) our core private equity funds, Blackstone Core Equity Partners (“BCEP”). In addition, our Private Equity segment includes (a) our opportunistic investment platform that invests globally across asset classes, industries and geographies, Blackstone Tactical Opportunities (“Tactical Opportunities”), (b) our secondary fund of funds business, Strategic Partners Fund Solutions (“Strategic Partners”), (c) our infrastructure-focused funds, Blackstone Infrastructure Partners (“BIP”), (d) our life sciences private investment platform, Blackstone Life Sciences (“BXLS”), (e) our growth equity investment platform, Blackstone Growth (“BXG”), (f) a multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment, Blackstone Total Alternatives Solution (“BTAS”) and (g) our capital markets services business, Blackstone Capital Markets (“BXCM”).
We are a global leader in private equity investing. Our corporate private equity business, established in 1987, pursues transactions across industries in both established and growth-oriented businesses across the globe. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Our core private equity funds target control-oriented investments in high quality companies with durable businesses and seek to offer a lower level of risk and a longer hold period than traditional private equity.
Tactical Opportunities invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities, leveraging the intellectual capital across our various businesses while continuously optimizing its approach in the face of ever-changing market conditions. Strategic Partners is a total fund solutions provider that acquires interests in high-quality private funds from original holders seeking liquidity, makes primary investments and co-investments with financial sponsors and provides investment advisory services to clients investing in primary and secondary investments in private funds and co-investments. BIP focuses on investments across all infrastructure sectors, including energy infrastructure, transportation, digital infrastructure, and water and waste with a primary focus in the U.S. BXLS is our private investment platform with capabilities to invest across the life cycle of companies and products within the life sciences sector. BXG seeks to deliver attractive risk-adjusted returns by investing in dynamic, growth-stage businesses, with a focus on the consumer, enterprise solutions, financial services and healthcare sectors.
 
   
Hedge Fund Solutions.
The principal component of our Hedge Fund Solutions segment is Blackstone Alternative Asset Management (“BAAM”). BAAM is the world’s largest discretionary allocator to hedge funds, managing a broad range of commingled and customized fund solutions since its inception in 1990. The Hedge Fund Solutions segment also includes investment platforms that seed new hedge fund businesses, purchase minority interests in more established general partners and management companies of funds, invest in special situation opportunities, create alternative solutions in the form of daily liquidity products and invest directly.
 
   
Credit & Insurance.
The principal component of our Credit & Insurance segment is Blackstone Credit (“BXC”), formerly known as GSO Capital Partners LP. BXC is one of the largest credit-oriented managers in the world and is the largest manager of collateralized loan obligations (“CLOs”) globally. The investment portfolios of the funds BXC manages or sub-advises predominantly consist of loans and securities of non-investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.
BXC is organized into two overarching strategies: private credit and liquid credit. Private credit strategies include mezzanine lending funds, middle market direct lending funds (including Blackstone Secured Lending Fund (“BXSL”) and Blackstone Private Credit Fund (“BCRED”), both of which are business development companies (“BDCs”)), our structured products group, stressed/distressed strategies (including stressed/distressed funds and credit alpha strategies) and energy strategies. Liquid credit strategies consist of CLOs, closed-ended funds, open-ended funds and separately managed accounts.
 
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Our Credit & Insurance segment includes our insurer-focused platform, Blackstone Insurance Solutions (“BIS”). BIS focuses on providing full investment management services for insurers’ general accounts, delivering customized and diversified portfolios that include allocations to Blackstone managed products and strategies across asset classes and Blackstone’s private credit origination capabilities. BIS provides its clients tailored portfolio construction and strategic asset allocation, seeking to generate risk-managed, capital-efficient returns, diversification and capital preservation that meets clients’ objectives. BIS also provides similar services to clients through separately managed accounts or by sub-managing assets for certain insurance-dedicated funds and special purpose vehicles.
Our Credit & Insurance segment also includes our publicly traded midstream energy infrastructure and master limited partnership (“MLP”) investment platform, which is managed by Harvest Fund Advisors LLC (“Harvest”). Harvest primarily invests capital raised from institutional investors in separately managed accounts and pooled vehicles, investing in publicly traded energy infrastructure and MLPs holding primarily midstream energy assets in North America.
We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from capital markets services. We also invest in the funds we manage and we are entitled to a pro-rata share of the results of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”). In certain structures, we receive a contractual incentive fee from an investment fund in the event that specified cumulative investment returns are achieved (an “Incentive Fee,” and together with Performance Allocations, “Performance Revenues”). The composition of our revenues will vary based on market conditions and the cyclicality of the different businesses in which we operate. Net investment gains and investment income generated by the Blackstone Funds are driven by value created by our operating and strategic initiatives as well as overall market conditions. Fair values are affected by changes in the fundamentals of our portfolio company and other investments, the industries in which they operate, the overall economy and other market conditions.
Our Response to
COVID-19
As the novel coronavirus (“COVID-19”) pandemic has continued to evolve, our primary focus has been the safety and wellbeing of our employees and their families, as well as the seamless functioning of the firm in serving our limited partner investors who have entrusted us with their capital, and our shareholders. In accordance with local government guidance and social distancing recommendations, the majority of our employees globally have been working remotely. Our technology infrastructure has proven to be robust and capable of supporting this model. We have implemented rigorous protocols for remote work across the firm, including increased cadence of group calls and updates, and frequent communication across leadership and working levels. We are leveraging technology to ensure our teams stay connected and productive, and that our culture remains strong even in these unusual circumstances. While we are generally not meeting with our clients in person, we continue to actively communicate with our clients through videoconference, teleconference and email. Investment committees continue to convene as needed, and the firm continues to operate across investment, asset management and corporate support functions.
Since July 2020, employees in our U.S. and European offices began returning to the office on a voluntary basis, consistent with local government guidelines, with testing, contact-tracing and social distancing and other safety protocols in place. We continue to closely monitor applicable public health and government guidance and plan for a more extensive return to office in light of continued progress on vaccine production and distribution.
Business Environment
Blackstone’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world.
 
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While the global recovery has been uneven, in the U.S. the first quarter of 2021 was generally characterized by a continuing rebound in global equity and credit markets as meaningful progress on
COVID-19
vaccine production and distribution and previously-implemented fiscal and monetary stimulus provided support to markets. Major U.S. equity market sectors posted positive returns in the first quarter. The S&P 500 energy sector appreciated the most, ending the quarter up 31%, while the S&P 500 finished the quarter up 6%. The price of West Texas Intermediate crude oil increased 22% in the first quarter to $59 per barrel, up 189% since the first quarter of 2020. The Bloomberg Commodity Index rose 7% in the first quarter. With over 50% of adults in the U.S. now having received at least one vaccine dose, continued progress on vaccine production and distribution is likely to support further acceleration of economic activity and recovery in the U.S., albeit with continued dispersion across sectors.
Volatility continued to decline in the first quarter of 2021, with the CBOE Volatility Index ending the quarter down 15% to 19.4, marking a 64% decline over the last twelve months. Global equity issuance was strong in the first quarter, increasing 67% compared to the fourth quarter of 2020. Merger and acquisition activity continued to improve, with overall announced volumes up 114% year-over-year, and private equity transaction volumes up 21% year-over-year.
In credit markets, U.S. leveraged loans and high yield bonds increased 1.8% and 1.3%, respectively, in the first quarter. High yield spreads compressed 33 basis points in the first quarter, while issuance increased 117% year-over-year. The Federal Reserve maintained the federal funds target range at 0.0%-0.25%, the range set by the Federal Reserve in March 2020 in response to the effects of the
COVID-19
pandemic weighing on economic activity. The Federal Reserve has expanded its balance sheet since mid-February 2020 by more than $3.6 trillion to support new credit and liquidity facilities and expects to maintain the current pace of purchasing in the coming months. Three month LIBOR declined 4 basis points in the first quarter to 0.19%, remaining near historical lows. The U.S. Treasury yield curve steepened significantly in the first quarter, with ten-year yields rising 83 basis points to 1.74%, but declined to 1.59% subsequent to quarter-end. The annual U.S. inflation rate increased to 2.6% in March 2021, its highest level since August 2018, and up from 1.7% in February.
The U.S. unemployment rate continued to decrease, ending March 2021 at 6.0%, well below the April 2020 peak of 14.8%, but still at elevated levels. Wages grew, with average hourly earnings increasing 4.2% year-over-year based on the three month average for production and nonsupervisory employees. U.S. retail sales increased 14% in March 2021 compared to December 2020 on a seasonally adjusted basis, and increased 27% since March 2020. The Institute for Supply Management Purchasing Managers’ Index increased in the first quarter, rising to 64.7 from 60.7 in the fourth quarter of 2020, which is the highest level since June 1984, signaling expansion in the U.S. manufacturing sector.
Countries around the world are, with some notable exceptions such as India, on a path of recovery after more than a year since the onset of the
COVID-19
pandemic. Nonetheless, the recovery could remain uneven across the globe, particularly given varying rates of vaccination in certain geographies.
Notable Transactions
On January 26, 2021, Pátria completed its initial public offering (“IPO”), pursuant to which we sold a portion of our interest. As a result of Pátria’s pre-IPO reorganization transactions and the consummation of the IPO (collectively, the “Pátria Sale Transactions”), Blackstone discontinued the application of equity method as we were deemed to no longer have significant influence over Pátria due to Blackstone’s decreased ownership and lack of board representation. For additional information, see Note 4. “Investments — Equity Method Investments” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.”
Effective February 26, 2021, Blackstone effectuated changes to its common stock as described in the immediately following section “Organizational Structure.”
Organizational Structure
Effective July 1, 2019, The Blackstone Group L.P. converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. (the “Conversion”).
 
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Effective February 26, 2021, Blackstone effectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respectively. Each new stock has the same rights and powers of its predecessor. For additional information, see Note 1. “Organization” and Note 14. “Earnings Per Share and Stockholders’ Equity — Stockholders’ Equity” in the “Notes to Condensed Consolidated Financial Statements” in “— Item 1. Financial Statements” of this filing.
The simplified diagram below depicts our current organizational structure. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.
 
Key Financial Measures and Indicators
We manage our business using certain financial measures and key operating metrics since we believe these metrics measure the productivity of our investment activities. We prepare our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” and “— Critical Accounting Policies.” Our key non-GAAP financial measures and operating indicators and metrics are discussed below.
Distributable Earnings
Distributable Earnings is derived from Blackstone’s segment reported results. Distributable Earnings is used to assess performance and amounts available for dividends to Blackstone shareholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is the sum of Segment Distributable Earnings plus Net Interest Income (Loss) less Taxes and Related Payables. Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Distributable Earnings.
 
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Net Interest Income (Loss) is presented on a segment basis and is equal to Interest and Dividend Revenue less Interest Expense, adjusted for the impact of consolidation of Blackstone Funds, and interest expense associated with the Tax Receivable Agreement.
Taxes and Related Payables represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and including the Payable under the Tax Receivable Agreement. Further, the current tax provision utilized when calculating Taxes and Related Payables and Distributable Earnings reflects the benefit of deductions available to the company on certain expense items that are excluded from the underlying calculation of Segment Distributable Earnings and Total Segment Distributable Earnings, such as equity-based compensation charges and certain Transaction-Related Charges where there is a current tax provision or benefit. The economic assumptions and methodologies that impact the implied income tax provision are the same as those methodologies and assumptions used in calculating the current income tax provision for Blackstone’s Condensed Consolidated Statements of Operations under GAAP, excluding the impact of divestitures and accrued tax contingencies and refunds which are reflected when paid or received. Management believes that including the amount payable under the tax receivable agreement and utilizing the current income tax provision adjusted as described above when calculating Distributable Earnings is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders.
Segment Distributable Earnings
Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related Charges. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions. Segment Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Segment Distributable Earnings.
Net Realizations is presented on a segment basis and is the sum of Realized Principal Investment Income and Realized Performance Revenues (which refers to Realized Performance Revenues excluding Fee Related Performance Revenues), less Realized Performance Compensation (which refers to Realized Performance Compensation excluding Fee Related Performance Compensation and Equity-Based Performance Compensation).
Fee Related Earnings
Fee Related Earnings is a performance measure used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Fee Related Earnings equals management and advisory fees (net of management fee reductions and offsets) plus Fee Related Performance Revenues, less (a) Fee Related Compensation on a segment basis, and (b) Other Operating Expenses. Fee Related Earnings is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Fee Related Earnings.
Fee Related Compensation is presented on a segment basis and refers to the compensation expense, excluding Equity-Based Compensation, directly related to (a) Management and Advisory Fees, Net and (b) Fee Related Performance Revenues, referred to as Fee Related Performance Compensation.
 
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Fee Related Performance Revenues refers to the realized portion of Performance Revenues from Perpetual Capital that are (a) measured and received on a recurring basis, and (b) not dependent on realization events from the underlying investments.
Other Operating Expenses is presented on a segment basis and is equal to General, Administrative and Other Expenses, adjusted to (a) remove the amortization of transaction-related intangibles, (b) remove certain expenses reimbursed by the Blackstone Funds which are netted against Management and Advisory Fees, Net in Blackstone’s segment presentation, and (c) give effect to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization
Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”), is a supplemental measure used to assess performance derived from Blackstone’s segment results and may be used to assess its ability to service its borrowings. Adjusted EBITDA represents Distributable Earnings plus the addition of (a) Interest Expense on a segment basis, (b) Taxes and Related Payables, and (c) Depreciation and Amortization. Adjusted EBITDA is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Adjusted EBITDA.
Operating Metrics
The alternative asset management business is primarily based on managing third party capital and does not require substantial capital investment to support rapid growth. Since our inception, we have developed and used various key operating metrics to assess and monitor the operating performance of our various alternative asset management businesses in order to monitor the effectiveness of our value creating strategies.
Assets Under Management.
Assets Under Management refers to the assets we manage. Our Assets Under Management equals the sum of:
 
  (a)
the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods,
 
  (b)
the net asset value of (1) our hedge funds, real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds, and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, and BREIT,
 
  (c)
the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts,
 
  (d)
the amount of debt and equity outstanding for our CLOs during the reinvestment period,
 
  (e)
the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period,
 
  (f)
the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies,
 
  (g)
the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by BXMT, and
 
  (h)
borrowings under and any amounts available to be borrowed under certain credit facilities of our funds.
 
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Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Hedge Fund Solutions and Credit & Insurance segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solutions and Credit & Insurance segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days’ notice.
Fee-Earning Assets Under Management
. Fee-Earning Assets Under Management refers to the assets we manage on which we derive management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:
 
  (a)
for our Private Equity segment funds and Real Estate segment carry funds, including certain BREDS and Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund,
 
  (b)
for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund,
 
  (c)
the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees,
 
  (d)
the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, and certain of our Hedge Fund Solutions drawdown funds,
 
  (e)
the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts,
 
  (f)
the net proceeds received from equity offerings and accumulated distributable earnings of BXMT, subject to certain adjustments,
 
  (g)
the aggregate par amount of collateral assets, including principal cash, of our CLOs, and
 
  (h)
the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.
Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.
Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel, regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management and fee-earning assets under management are not based on any definition of assets under management and fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.
For our carry funds, total assets under management includes the fair value of the investments held and uncalled capital commitments, whereas fee-earning assets under management may include the total amount of capital commitments or the remaining amount of invested capital at cost, depending on whether the investment period has expired or as specified by the fee terms of the fund. As such, in certain carry funds fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.
 
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Perpetual Capital
. Perpetual Capital refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.
Dry Powder
. Dry Powder represents the amount of capital available for investment or reinvestment, including general partner and employee capital, and is an indicator of the capital we have available for future investments.
Performance Eligible Assets Under Management
. Performance Eligible Assets Under Management represents invested and to be invested capital at fair value, including capital closed for funds whose investment period has not yet commenced, on which performance revenues could be earned if certain hurdles are met.
Consolidated Results of Operations
Following is a discussion of our consolidated results of operations for the three months ended March 31, 2021 and 2020. For a more detailed discussion of the factors that affected the results of our four business segments (which are presented on a basis that deconsolidates the investment funds we manage) in these periods, see “ —Segment Analysis” below.
 
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The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the three months ended March 31, 2021 and 2020:
 
    
Three Months Ended
       
    
March 31,
 
2021 vs. 2020
    
2021
 
2020
 
$
 
%
    
(Dollars in Thousands)
Revenues
        
Management and Advisory Fees, Net
   $ 1,177,815     $ 934,832     $ 242,983       26
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Fees
     36,124       12,161       23,963       197
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Income (Loss)
        
Performance Allocations
        
Realized
     534,367       167,530       366,837       219
Unrealized
     2,464,497       (3,453,081     5,917,578       N/M  
Principal Investments
        
Realized
     355,038       48,695       306,343       629
Unrealized
     639,315       (959,365     1,598,680       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Investment Income (Loss)
     3,993,217       (4,196,221     8,189,438       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and Dividend Revenue
     31,412       35,084       (3,672     -10
Other
     60,304       138,180       (77,876     -56
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
     5,298,872       (3,075,964     8,374,836       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses
        
Compensation and Benefits
        
Compensation
     542,638       476,543       66,095       14
Incentive Fee Compensation
     13,325       6,522       6,803       104
Performance Allocations Compensation
        
Realized
     213,027       72,423       140,604       194
Unrealized
     1,049,969       (1,397,378     2,447,347       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Compensation and Benefits
     1,818,959       (841,890     2,660,849       N/M  
General, Administrative and Other
     185,122       157,566       27,556       17
Interest Expense
     44,983       41,644       3,339       8
Fund Expenses
     2,383       4,605       (2,222     -48
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Expenses
     2,051,447       (638,075     2,689,522       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income (Loss)
        
Change in Tax Receivable Agreement Liability
     2,910       (595     3,505       N/M  
Net Gains (Losses) from Fund Investment Activities
     120,353       (327,374     447,727       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Other Income (Loss)
     123,263       (327,969     451,232       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (Loss) Before Benefit for Taxes
     3,370,688       (2,765,858     6,136,546       N/M  
Benefit for Taxes
     (447     (158,703     158,256       -100
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
     3,371,135       (2,607,155     5,978,290       N/M  
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities
     629       (15,469     16,098       N/M  
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities
     386,850       (645,077     1,031,927       N/M  
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings
     1,235,784       (880,117     2,115,901       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to The Blackstone Group Inc.
   $ 1,747,872     $ (1,066,492   $ 2,814,364       N/M  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M    Not meaningful.
 
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Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Revenues
Revenues were $5.3 billion for the three months ended March 31, 2021, an increase of $8.4 billion compared to $(3.1) billion for the three months ended March 31, 2020. The increase in Revenues was primarily attributable to an increase of $8.2 billion in Investment Income (Loss), which is composed of increases of $7.5 billion and $673.2 million in Unrealized and Realized Investment Income (Loss), respectively.
The $7.5 billion increase in Unrealized Investment Income (Loss) was primarily attributable to net unrealized appreciation of investment holdings in the three months ended March 31, 2021 compared to net unrealized depreciation of investment holdings in the three months ended March 31, 2020. Unrealized Investment Income (Loss) in our Private Equity, Real Estate, Credit & Insurance and Hedge Fund Solutions segments increased $3.9 billion, $2.0 billion, $682.8 million and $413.6 million, respectively. Principal drivers of these increases were:
 
   
The increase in our Private Equity segment was primarily attributable to higher net unrealized appreciation of investment holdings in corporate private equity and Tactical Opportunities in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Corporate private equity carrying value increased 15.3% in the three months ended March 31, 2021 compared to a decrease of 21.6% in the three months ended March 31, 2020. Tactical Opportunities carrying value increased 15.1% in the three months ended March 31, 2021 compared to a decrease of 15.9% in the three months ended March 31, 2020.
 
   
The increase in our Real Estate segment was primarily attributable to higher net unrealized appreciation of investment holdings in our BREP opportunistic funds in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. The carrying value of investments for our BREP opportunistic funds increased 5.3% in the three months ended March 31, 2021 compared to a decrease of 8.8% in the three months ended March 31, 2020.
 
   
The increase in our Credit & Insurance segment was primary attributable to net unrealized appreciation of investments in our private credit strategies in the three months ended March 31, 2021 compared to net unrealized depreciation in the three months ended March 31, 2020.
 
   
The increase in our Hedge Fund Solutions segment was primarily due to the net unrealized appreciation of investments of which Blackstone owns a share in the three months ended March 31, 2021 compared to net unrealized depreciation in the three months ended March 31, 2020.
The $673.2 million increase in Realized Investment Income (Loss) was primarily attributable to higher realized gains in our Real Estate and Private Equity segments and the gain recognized in the Pátria Sale Transactions. For additional information, see “— Notable Transactions.”
Expenses
Expenses were $2.1 billion for the three months ended March 31, 2021, an increase of $2.7 billion compared to $(638.1) million for the three months ended March 31, 2020. The increase was primarily attributable to an increase of $2.7 billion in Total Compensation and Benefits, of which $2.6 billion was Performance Allocations Compensation. The increase in Performance Allocations Compensation was primarily due to the increase in Investment Income (Loss) – Performance Allocations, on which a portion of the compensation is based.
Other Income (Loss)
Other Income (Loss) was $123.3 million for the three months ended March 31, 2021, an increase of $451.2 million compared to $(328.0) million for the three months ended March 31, 2020. The increase in Other Income (Loss) was due to an increase of $447.7 million in Net Gains (Losses) from Fund Investment Activities.
 
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The increase in Other Income (Loss) — Net Gains (Losses) from Fund Investment Activities was principally driven by increases of $173.3 million in our Credit & Insurance segment, $167.5 million in our Private Equity segment and $103.8 million in our Real Estate segment. The increase in our Credit & Insurance segment was primarily driven by the deconsolidation of nine CLO vehicles during the year ended December 31, 2020, as well as appreciation in our consolidated credit funds. See Note 9. “Variable Interest Entities” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.” The increase in our Private Equity segment was primarily due to appreciation of investments in our consolidated private equity funds. The increase in our Real Estate segment was primarily due to appreciation of investments in our consolidated real estate funds.
Provision (Benefit) for Taxes
The following table summarizes Blackstone’s tax position:
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
Income (Loss) Before Benefit for Taxes
    $ 3,370,688       $ (2,765,858)  
Benefit for Taxes
    $ (447     $ (158,703)  
Effective Income Tax Rate
     —          5.7%  
The following table reconciles the effective income tax rate to the U.S. federal statutory tax rate:
 
    
Three Months Ended
   
2021
 
    
March 31,
   
vs.
 
    
2021
   
2020
   
2020
 
Statutory U.S. Federal Income Tax Rate
     21.0     21.0      
Income Passed Through to Non-Controlling Interest Holders (a)
     -9.0     -13.1     4.1
State and Local Income Taxes
     2.1     1.4     0.7
Change in Valuation Allowance
     -12.9     -4.3     -8.6
Other
    
-1.2
    0.7    
-1.9
    
 
 
   
 
 
   
 
 
 
Effective Income Tax Rate
           5.7     -5.7
    
 
 
   
 
 
   
 
 
 
 
(a)
Includes income that was not taxable to Blackstone and its subsidiaries. Such income remains taxable to Blackstone’s non-controlling interest holders.
Blackstone’s Provision (Benefit) for Taxes for the three months ended March 31, 2021 and 2020 was $(0.4) million and $(158.7) million, respectively. This resulted in an effective tax rate of 0.0% and 5.7%, respectively, based on our Income (Loss) Before Provision (Benefit) for Taxes of $3.4 billion and $(2.8) billion.
The decrease in Blackstone’s effective tax rate for the three months ended March 31, 2021, compared to the three months ended March 31, 2020, resulted primarily from the increase in net reductions to the valuation allowance related to the step-up in the tax basis of investment assets, partially offset by a decrease in the attribution of a portion of reported net income (loss) before taxes to non-controlling interest holders.
Although Blackstone was a cash taxpayer for the three months ended March 31, 2021, unrealized gains on Investments resulted in the reduction of a previously recorded valuation allowance against Blackstone’s deferred tax asset. The reduction in the valuation
 
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allowance is recorded as an income tax benefit on the consolidated statement of operations and thereby reduces the effective tax rate in the current period.
Additional information regarding our income taxes can be found in Note 13. “Income Taxes” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Non-Controlling Interests in Consolidated Entities
The Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income Attributable to Non-Controlling Interests in Consolidated Entities is attributable to the consolidated Blackstone Funds. The amounts of these items vary directly with the performance of the consolidated Blackstone Funds and largely eliminate the amount of Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities from the Net Income (Loss) Attributable to The Blackstone Group Inc.
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision (Benefit) for Taxes at the Blackstone Holdings level, excluding the Net Gains (Losses) from Fund Investment Activities and the percentage allocation of the income between Blackstone personnel and others who are limited partners of Blackstone Holdings and Blackstone after considering any contractual arrangements that govern the allocation of income such as fees allocable to Blackstone.
For the three months ended March 31, 2021 and 2020, the Net Income Before Taxes allocated to Blackstone personnel and others who are limited partners of Blackstone Holdings was 41.8% and 41.5%, respectively. The increase of 0.3% was primarily due to the exclusion of unvested participating Blackstone Holdings Partnership Units, which are not contractually obligated to share in losses, during the three months ended March 31, 2020.
The Other Income (Loss) — Change in Tax Receivable Agreement Liability was entirely allocated to The Blackstone Group Inc.
 
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Operating Metrics
The following graphs and tables summarize the Fee-Earning Assets Under Management by Segment and Total Assets Under Management by Segment, followed by a rollforward of activity for the three months ended March 31, 2021 and 2020. For a description of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see “— Key Financial Measures and Indicators — Operating Metrics — Assets Under Management and Fee-Earning Assets Under Management”:
 

 
 
Note: Totals may not add due to rounding.
 
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Three Months Ended
    
March 31, 2021
 
March 31, 2020
        
Private
 
Hedge Fund
 
Credit &
         
Private
 
Hedge Fund
 
Credit &
   
    
Real Estate
 
Equity
 
Solutions
 
Insurance
 
Total
 
Real Estate
 
Equity
 
Solutions
 
Insurance
 
Total
    
(Dollars in Thousands)
Fee-Earning Assets Under Management
                                                                                
Balance, Beginning of Period
   $ 149,121,461     $ 129,539,630     $ 74,126,610     $ 116,645,413     $ 469,433,114     $ 128,214,137     $ 97,773,964     $ 75,636,004     $ 106,450,747     $ 408,074,852  
Inflows (a)
     8,561,177       4,468,621       2,005,986       8,186,651       23,222,435       9,428,789       35,326,030       2,366,963       3,635,845       50,757,627  
Outflows (b)
     (843,560     (608,021     (1,346,251     (5,115,877     (7,913,709     (1,010,896     (3,612,449     (2,651,992     (2,740,684     (10,016,021
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Inflows (Outflows)
     7,717,617       3,860,600       659,735       3,070,774       15,308,726       8,417,893       31,713,581       (285,029     895,161       40,741,606  
Realizations (c)
     (1,855,302     (3,071,179     (188,436     (3,247,204     (8,362,121     (2,697,761     (925,354     (134,730     (1,430,127     (5,187,972
Market Activity (d)(g)
     868,018       1,574,296       2,016,297       387,077       4,845,688       (3,509,807     (261,389     (7,001,810     (9,800,443     (20,573,449
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, End of Period (e)
   $ 155,851,794     $ 131,903,347     $ 76,614,206     $ 116,856,060     $ 481,225,407     $ 130,424,462     $ 128,300,802     $ 68,214,435     $ 96,115,338     $ 423,055,037  
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease)
   $ 6,730,333     $ 2,363,717     $ 2,487,596     $ 210,647     $ 11,792,293     $ 2,210,325     $ 30,526,838     $ (7,421,569   $ (10,335,409   $ 14,980,185  
Increase (Decrease)
     5     2     3     —         3     2     31     -10     -10     4
Annualized Base Management Fee Rate (f)
     1.12     1.16     0.80     0.55     0.94     1.15     0.90     0.78     0.57     0.88
 
    
Three Months Ended
    
March 31, 2021
 
March 31, 2020
        
Private
 
Hedge Fund
 
Credit &
         
Private
 
Hedge Fund
 
Credit &
   
    
Real Estate
 
Equity
 
Solutions
 
Insurance
 
Total
 
Real Estate
 
Equity
 
Solutions
 
Insurance
 
Total
    
(Dollars in Thousands)
Total Assets Under Management
                                                                                
Balance, Beginning of Period
   $ 187,191,247     $ 197,549,222     $ 79,422,869     $ 154,393,590     $ 618,556,928     $ 163,156,064     $ 182,886,109     $ 80,738,112     $ 144,342,178     $ 571,122,463  
Inflows (a)
     8,581,463       7,831,642       2,066,958       13,124,022       31,604,085       12,653,175       8,868,851       3,246,661       2,543,821       27,312,508  
Outflows (b)
     (1,809,101     (750,972     (1,623,328     (5,791,889     (9,975,290     (793,688     (398,476     (2,881,283     (2,841,299     (6,914,746
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Inflows (Outflows)
     6,772,362       7,080,670       443,630       7,332,133       21,628,795       11,859,487       8,470,375       365,378       (297,478     20,397,762  
Realizations (c)
     (1,953,532     (8,093,375     (194,347     (4,626,773     (14,868,027     (2,518,796     (2,031,106     (138,987     (1,699,805     (6,388,694
Market Activity (d)(h)
     4,266,955       15,264,568       2,147,068       1,806,720       23,485,311       (11,561,906     (14,629,495     (7,243,711     (13,689,134     (47,124,246
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, End of Period (e)
   $ 196,277,032     $ 211,801,085     $ 81,819,220     $ 158,905,670     $ 648,803,007     $ 160,934,849     $ 174,695,883     $ 73,720,792     $ 128,655,761     $ 538,007,285  
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease)
   $ 9,085,785     $ 14,251,863     $ 2,396,351     $ 4,512,080     $ 30,246,079     $ (2,221,215   $ (8,190,226   $ (7,017,320   $ (15,686,417   $ (33,115,178
Increase (Decrease)
     5     7     3     3     5     -1     -4     -9     -11     -6
 
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(a)
Inflows represent contributions, capital raised, other increases in available capital (recallable capital and increased side-by-side commitments), purchases, inter-segment allocations and acquisitions.
(b)
Outflows represent redemptions, client withdrawals and decreases in available capital (expired capital, expense drawdowns and decreased side-by-side commitments).
(c)
Realizations represent realization proceeds from the disposition or other monetization of assets, current income or capital returned to investors from CLOs.
(d)
Market activity includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations.
(e)
Assets Under Management are reported in the segment where the assets are managed.
(f)
Annualized Base Management Fee Rate represents annualized year to date Base Management Fee divided by the average of the beginning of year and each quarter end’s Fee-Earning Assets Under Management in the reporting period.
(g)
For the three months ended March 31, 2021, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $(1.1) billion, $(131.5) million and $(1.3) billion for the Real Estate, Credit & Insurance and Total segments, respectively. For the three months ended March 31, 2020, such impact was $(758.4) million, $(275.1) million and $(1.0) billion for the Real Estate, Credit & Insurance and Total segments, respectively.
(h)
For the three months ended March 31, 2021, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $(1.6) billion, $(330.6) million, $(246.3) million and $(2.2) billion for the Real Estate, Private Equity, Credit & Insurance and Total segments, respectively. For the three months ended March 31, 2020, such impact was $(1.5) billion, $(601.6) million, $(402.0) million and $(2.5) billion for the Real Estate, Private Equity, Credit & Insurance and Total segments, respectively.
Fee-Earning Assets Under Management
Fee-Earning Assets Under Management were $481.2 billion at March 31, 2021, an increase of $11.8 billion, compared to $469.4 billion at December 31, 2020. The net increase was due to:
 
   
Inflows of $23.2 billion related to:
 
  o
$8.6 billion in our Real Estate segment driven by $3.1 billion from BREIT, $2.9 billion from BREDS, $1.9 billion from BPP Life Sciences, $254.2 million from BREP opportunistic funds and co-investment, $201.4 million from BPP U.S. and co-investment and $195.2 million from BPP Asia,
 
  o
$8.2 billion in our Credit & Insurance segment driven by $3.4 billion from direct lending, $2.7 billion from BIS, $1.3 billion from certain liquid credit and MLP strategies, $434.2 million from mezzanine funds, $139.9 million from our structured products group, $115.4 million from energy strategies and $103.8 million from stressed/distressed strategies,
 
  o
$4.5 billion in our Private Equity segment driven by $1.6 billion from corporate private equity, $1.3 billion from BXG, $795.0 million from multi-asset products and $683.7 million from Tactical Opportunities, and
 
  o
$2.0 billion in our Hedge Fund Solutions segment driven by $1.4 billion from individual investor and specialized solutions, $417.7 million from customized solutions and $213.2 million from commingled products.
 
   
Market activity of $4.8 billion primarily attributable to:
 
  o
$2.0 billion of market appreciation in our Hedge Fund Solutions segment driven by returns from BAAM’s Principal Solutions Composite of 2.5% gross (2.2% net),
 
  o
$1.6 billion of market appreciation in our Private Equity segment driven by $811.7 million from BIP and $762.6 million from Strategic Partners,
 
  o
$868.0 million of market appreciation in our Real Estate segment driven by appreciation of $2.0 billion from Core+ real estate, partially offset by foreign exchange depreciation of $599.6 million from Core+ real estate and $510.1 million from BREP opportunistic and co-investment, and
 
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  o
$387.1 million of market appreciation in our Credit & Insurance segment driven by appreciation of $345.8 million from certain liquid credit and MLP strategies, partially offset by $121.7 million of market depreciation from BIS, all of which included $131.5 million of foreign exchange depreciation across the segment.
Offsetting these increases were:
 
   
Realizations of $8.4 billion primarily driven by:
 
  o
$3.2 billion in our Credit & Insurance segment driven by $1.2 billion from direct lending, $747.9 million from CLOs, $641.3 million from mezzanine funds, $372.0 million from stressed/distressed strategies, $160.0 million from certain liquid credit and MLP strategies and $158.4 million from energy strategies,
 
  o
$3.1 billion in our Private Equity segment driven by $1.3 billion from corporate private equity, $913.1 million from Strategic Partners and $752.2 million from Tactical Opportunities, and
 
  o
$1.9 billion in our Real Estate segment driven by $711.4 million from BREDS, $622.7 million from Core+ real estate and $521.2 million from BREP opportunistic funds and co-investment.
 
   
Outflows of $7.9 billion primarily attributable to:
 
  o
$5.1 billion in our Credit & Insurance segment driven by $2.4 billion from certain liquid credit and MLP strategies, $2.3 billion from BIS and $199.5 million from stressed/distressed strategies,
 
  o
$1.3 billion in our Hedge Fund Solutions segment driven by $961.0 million from individual investor and specialized solutions and $302.0 million from customized solutions, and
 
  o
$843.6 million in our Real Estate segment driven by $633.1 million from BREIT and $155.1 million from BPP U.S. and co-investment.
Total Assets Under Management
Total Assets Under Management were $648.8 billion at March 31, 2021, an increase of $30.2 billion, compared to $618.6 billion at December 31, 2020. The net increase was due to:
 
   
Inflows of $31.6 billion primarily related to:
 
  o
$13.1 billion in our Credit & Insurance segment driven by $7.1 billion from direct lending (which exceeds Fee-Earning Assets Under Management inflows principally due to certain funds charging fees on net assets versus gross assets), $2.4 billion from BIS, $1.8 billion from our structured products group, $945.6 million from certain liquid credit and MLP strategies, $510.5 million from mezzanine funds and $100.0 million from stressed/distressed strategies, 
 
  o
$8.6 billion in our Real Estate segment driven by $3.8 billion from BPP Life Sciences, $3.5 billion from BREIT, $361.4 million from BREDS, $357.5 million from BREP opportunistic funds, $202.1 million from BPP U.S. and co-investment, $160.9 million from BPP Asia and $131.4 million from BPP Europe and co-investment,
 
  o
$7.8 billion in our Private Equity segment driven by $3.7 billion from corporate private equity, $1.9 billion from BXG, $1.2 billion from Tactical Opportunities, $583.6 million from Strategic Partners and $397.5 million from multi-asset products, and
 
  o
$2.1 billion in our Hedge Fund Solutions segment driven by $1.6 billion from individual investor and specialized solutions, $298.1 million from customized solutions and $191.9 million from commingled products.
 
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Market activity of $23.5 billion primarily driven by:
 
  o
$15.3 billion of market appreciation in our Private Equity segment driven by carrying value increases in corporate private equity, Tactical Opportunities and Strategic Partners of 15.3%, 15.1% and 10.6%, respectively, which includes $330.6 million of foreign exchange depreciation across the segment,
 
  o
$4.3 billion of market appreciation in our Real Estate segment driven by carrying value increases in opportunistic and Core+ real estate of 5.3% and 3.2%, during the year, respectively, which includes $1.6 billion of foreign exchange depreciation across the segment,
 
  o
$2.1 billion of market appreciation in our Hedge Fund Solutions segment driven by reasons noted above in Fee-Earning Assets Under Management, and
 
  o
$1.8 billion of market appreciation in our Credit & Insurance segment driven by appreciation of $567.5 million from certain liquid credit and MLP strategies, $424.7 million from mezzanine funds, $388.6 million from direct lending, $382.1 million from stressed/distressed strategies and $354.5 million from energy strategies, partially offset by market depreciation of $247.0 million from CLOs and $126.9 million from BIS, all of which included $246.3 million of foreign exchange depreciation across the segment.
Total Assets Under Management market activity in our Real Estate and Private Equity segments generally represents the change in fair value of the investments held and typically exceeds the Fee-Earning Assets Under Management market activity.
Offsetting these increases were:
 
   
Realizations of $14.9 billion primarily driven by:
 
  o
$8.1 billion in our Private Equity segment driven by $3.8 billion from corporate private equity, $2.3 billion from Tactical Opportunities, $1.7 billion from Strategic Partners, $197.2 million from BXG and $108.2 million from BIP,
 
  o
$4.6 billion in our Credit & Insurance segment driven by $1.6 billion from direct lending, $1.4 billion from mezzanine funds, $747.9 million from CLOs, $503.5 million from stressed/distressed strategies, $217.6 million from energy strategies and $174.4 million from certain liquid credit and MLP strategies, and
 
  o
$2.0 billion in our Real Estate segment driven by $923.9 million from BREP opportunistic and co-investment, $645.7 million from Core+ real estate and $383.9 million from BREDS.
Total Assets Under Management realizations in our Real Estate and Private Equity segments generally represents the total proceeds and typically exceeds the Fee-Earning Assets Under Management realizations which generally represents only the invested capital.
 
   
Outflows of $10.0 billion primarily attributable to:
 
  o
$5.8 billion in our Credit & Insurance segment driven by $2.5 billion from certain liquid credit and MLP strategies, $2.3 billion from BIS, $575.8 million from direct lending, $121.8 million from stressed/distressed strategies and $106.3 million from energy strategies,
 
  o
$1.8 billion in our Real Estate segment driven by $804.4 million from Core+ real estate, $640.3 million from BREDS and $364.4 million from BREP opportunistic funds and co-investment, and
 
  o
$1.6 billion in our Hedge Fund Solutions segment driven by $1.2 billion from individual investor and specialized solutions, $326.9 million from customized solutions and $103.4 million from commingled products.
 
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Dry Powder
The following presents our Dry Powder as of quarter end of each period:
 
 
 
Note:
Totals may not add due to rounding.
(a)
Represents illiquid drawdown funds, a component of Perpetual Capital and fee-paying co-investments; includes fee-paying third party capital as well as general partner and employee capital that does not earn fees. Amounts are reduced by outstanding capital commitments, for which capital has not yet been invested.
Net Accrued Performance Revenues
The following table presents the Accrued Performance Revenues, net of performance compensation, of the Blackstone Funds as of March 31, 2021 and 2020. Net Accrued Performance Revenues excludes Performance Revenues realized but not yet distributed as of the respective quarter end and clawback amounts, if any, which are disclosed in Note 17. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing. See “— Non-GAAP Financial Measures” for our reconciliation of Net Accrued Performance Revenues.
 
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March 31,
 
    
2021
    
2020
 
    
      (Dollars in Millions)      
 
Real Estate
     
BREP IV
    $ 18       $ 8  
BREP V
     18         
BREP VI
     39        51  
BREP VII
     253        309  
BREP VIII
     519        517  
BREP IX
     198         
BREP Europe IV
     92        123  
BREP Europe V
     244        110  
BREP Asia I
     179        85  
BREP Asia II
     78         
BPP
     189        196  
BREIT
     82         
BREDS
     31        2  
BTAS
     1        45  
  
 
 
    
 
 
 
Total Real Estate (a)
     1,941        1,446  
  
 
 
    
 
 
 
Private Equity
     
BCP IV
     9        23  
BCP V
     37         
BCP VI
     746        283  
BCP VII
     987        115  
BCP VIII
     41         
BCP Asia I
     105        14  
BEP I
     52         
BEP III
     34         
BCEP I
     147        33  
Tactical Opportunities (b)
     359        36  
Strategic Partners
     157        136  
BIP
     43         
BXLS
     19        7  
BTAS/Other
     93        73  
  
 
 
    
 
 
 
Total Private Equity (a)
     2,831        720  
  
 
 
    
 
 
 
Hedge Fund Solutions
     214        15  
  
 
 
    
 
 
 
Credit & Insurance
     216        6  
  
 
 
    
 
 
 
Total Blackstone Net Accrued Performance Revenues
   $ 5,202      $ 2,187  
  
 
 
    
 
 
 
 
Note:
Totals may not add due to rounding.
(a)
Real Estate and Private Equity include co-investments, as applicable.
(b)
Tactical Opportunities includes Blackstone Growth.
For the twelve months ended March 31, 2021, Net Accrued Performance Revenues receivable increased due to Net Performance Revenues of $4.6 billion offset by net realized distributions of $1.6 billion.
 
79

Table of Contents
Invested Performance Eligible Assets Under Management
The following presents our Invested Performance Eligible Assets Under Management as of quarter end for each period:
 

 
 
Note:
Totals may not add due to rounding.
 
80

Table of Contents
Perpetual Capital
The following presents our Perpetual Capital Assets Under Management as of quarter end for each period:
 

 
 
Note:
Totals may not add due to rounding.
Investment Record
Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
The following table presents the investment record of our significant drawdown funds from inception through March 31, 2021:
 
81

Table of Contents
           
Unrealized Investments
 
Realized Investments
 
Total Investments
   
Fund (Investment Period
 
Committed
 
Available
         
%
                 
Net IRRs (d)
Beginning Date / Ending Date) (a)
 
Capital
 
Capital (b)
 
Value
 
MOIC (c)
 
Public
 
Value
 
MOIC (c)
 
Value
 
MOIC (c)
 
Realized
 
Total
   
(Dollars/Euros in Thousands, Except Where Noted)
 
Real Estate
 
Pre-BREP
   $       140,714     $                  —     $                  —       N/A       —        $       345,190       2.5x      $       345,190       2.5x       33     33
BREP I (Sep 1994 / Oct 1996)
  380,708     —     —       N/A       —       1,327,708       2.8x     1,327,708       2.8x       40     40
BREP II (Oct 1996 / Mar 1999)
  1,198,339     —     —       N/A       —       2,531,614       2.1x     2,531,614       2.1x       19     19
BREP III (Apr 1999 / Apr 2003)
  1,522,708     —     —       N/A       —       3,330,406       2.4x     3,330,406       2.4x       21     21
BREP IV (Apr 2003 / Dec 2005)
  2,198,694     —     56,464       1.1x       56   4,579,740       1.7x     4,636,204       1.7x       13     12
BREP V (Dec 2005 / Feb 2007)
  5,539,418     231,873     215,826       0.9x       58   13,084,427       2.4x     13,300,253       2.3x       12     11
BREP VI (Feb 2007 / Aug 2011)
  11,060,444     550,710     472,084       2.1x       76   27,242,899       2.5x     27,714,983       2.5x       13     13
BREP VII (Aug 2011 / Apr 2015)
  13,496,823     1,525,932     5,656,279       1.2x       6   23,127,388       2.1x     28,783,667       1.9x       22     14
BREP VIII (Apr 2015 / Jun 2019)
  16,574,719     2,579,746     14,075,783       1.2x       —       13,664,356       2.3x     27,740,139       1.6x       29     14
*BREP IX (Jun 2019 / Dec 2024)
  21,007,889     13,398,701     9,638,350       1.3x       10   1,371,851       1.5x     11,010,201       1.3x       N/M       21
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Global BREP
   $  73,120,456      $  18,286,962      $  30,114,786       1.3x       6    $  90,605,579       2.3x      $120,720,365       1.9x       18     15
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BREP Int’l (Jan 2001 / Sep 2005)
     
        824,172  
 
                  —  
 
                  —  
    N/A       —         
    1,373,170  
    2.1x       
    1,373,170  
    2.1x       23     23
BREP Int’l II (Sep 2005 / Jun 2008) (e)
  1,629,748     —     —       N/A       —       2,576,670       1.8x     2,576,670       1.8x       8     8
BREP Europe III (Jun 2008 / Sep 2013)
  3,205,167     461,661     360,225       0.5x       —       5,738,120       2.5x     6,098,345       2.1x       20     14
BREP Europe IV (Sep 2013 / Dec 2016)
  6,710,146     1,336,401     2,333,250       1.4x       —       9,147,085       1.9x     11,480,335       1.8x       20     14
BREP Europe V (Dec 2016 / Oct 2019)
  7,949,959     1,592,357     8,312,567       1.4x       —       867,616       2.8x     9,180,183       1.4x       52     10
*BREP Europe VI (Oct 2019 / Apr 2025)
  9,836,400     6,583,540     3,418,851       1.1x       2   6,800       N/A     3,425,651       1.1x       N/M       6
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total BREP Europe
   
  30,155,592  
 
  9,973,959  
 
  14,424,893  
    1.3x       1    
  19,709,461  
    2.1x      
  34,134,354  
    1.6x       16     12
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
continued...
 
82

Table of Contents
           
Unrealized Investments
 
Realized Investments
 
Total Investments
   
Fund (Investment Period
 
Committed
 
Available
         
%
                 
Net IRRs (d)
Beginning Date / Ending Date) (a)
 
Capital
 
Capital (b)
 
Value
 
MOIC (c)
 
Public
 
Value
 
MOIC (c)
 
Value
 
MOIC (c)
 
Realized
 
Total
   
(Dollars/Euros in Thousands, Except Where Noted)
 
Real Estate (continued)
 
BREP Asia I (Jun 2013 / Dec 2017)
  $       4,261,983   $       917,283   $     3,554,880     1.6x       12   $  
 
    4,561,771
    1.9x     $      8,116,651     1.8x       21     13
*BREP Asia II (Dec 2017 / Jun 2023)
  7,349,172   3,383,780   4,955,595     1.3x       10   273,502     1.6x     5,229,097     1.3x       50     11
BREP Co-Investment (f)
  7,055,974   32,096   591,579     1.4x       1   14,794,053     2.2x     15,385,632     2.2x       16     16
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total BREP
  $   126,272,767   $   34,319,574   $   55,789,784     1.3x       5   $   135,043,298     2.2x     $  190,833,082     1.8x       17     15
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Core+ BPP (Various) (g)
  $                 N/A   $               N/A   $   46,270,814     N/A       —       $       7,984,496     N/A     $    54,255,310     N/A       N/M       9
*Core+ BREIT (Various) (h)
  N/A   N/A   24,359,495     N/A       —       840,788     N/A     25,200,283     N/A       N/A       9
*BREDS High-Yield (Various) (i)
  19,990,223   8,389,472   4,528,956     1.1x       —       13,444,864     1.3x     17,973,820     1.2x       11     10
Private Equity
 
Corporate Private Equity
 
BCP I (Oct 1987 / Oct 1993)
  $  
 
       859,081
  $    
 
             —
  $     
 
            —
    N/A       —       $       1,741,738     2.6x     $      1,741,738     2.6x       19     19
BCP II (Oct 1993 / Aug 1997)
  1,361,100         N/A       —       3,256,819     2.5x     3,256,819     2.5x       32     32
BCP III (Aug 1997 / Nov 2002)
  3,967,422         N/A       —       9,184,688     2.3x     9,184,688     2.3x       14     14
BCOM (Jun 2000 / Jun 2006)
  2,137,330   24,575   18,179     N/A       —       2,953,649     1.4x     2,971,828     1.4x       6     6
BCP IV (Nov 2002 / Dec 2005)
  6,773,182   179,524   121,454     1.4x       —       21,478,010     2.9x     21,599,464     2.9x       36     36
BCP V (Dec 2005 / Jan 2011)
  21,009,112   1,035,259   641,901     N/M       99   37,767,326     1.9x     38,409,227     1.9x       8     8
BCP VI (Jan 2011 / May 2016)
  15,202,400   1,164,970   11,232,537     2.0x       54   19,429,252     2.1x     30,661,789     2.1x       17     13
BCP VII (May 2016 / Feb 2020)
  18,853,441   1,630,722   25,129,155     1.6x       33   3,807,449     1.8x     28,936,604     1.6x       22     18
*BCP VIII (Feb 2020 / Feb 2026)
  24,884,732   22,132,923   3,481,571     1.3x       8       N/A     3,481,571     1.3x       N/A       N/M  
Energy I (Aug 2011 / Feb 2015)
  2,441,558   142,138   931,989     1.4x       40   3,333,701     1.9x     4,265,690     1.8x       15     11
Energy II (Feb 2015 / Feb 2020)
  4,914,647   653,279   3,979,873     1.1x       23   843,246     1.0x     4,823,119     1.1x       -6     -2
*Energy III (Feb 2020 / Feb 2026)
  4,267,583   3,683,594   972,483     1.8x       81       N/A     972,483     1.8x       N/A       106
*BCP Asia I (Dec 2017 / Dec 2023)
  2,410,749   1,317,473   2,209,965     2.1x       8   160,023     2.2x     2,369,988     2.1x       145     40
BCP Asia II (TBD)
  3,114,699   3,114,699       N/A       —           N/A         N/A       N/A       N/A  
Core Private Equity I (Jan 2017 / Mar 2021) (j)
  4,756,127   1,740,129   5,897,426     1.9x       —       1,077,112     1.9x     6,974,538     1.9x       28     23
*Core Private Equity II (Mar 2021 / Mar 2026) (j)
  8,165,403   8,157,699       N/A       —           N/A         N/A       N/A       N/A  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Corporate Private Equity
  $  125,118,566   $  44,976,984   $  54,616,533     1.6x       32   $  105,033,013     2.1x     $  159,649,546     1.9x       16     15
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
continued...
 
83

Table of Contents
           
Unrealized Investments
 
Realized Investments
 
Total Investments
   
Fund (Investment Period
 
Committed
 
Available
         
%
                 
Net IRRs (d)
Beginning Date / Ending Date) (a)
 
Capital
 
Capital (b)
 
Value
 
MOIC (c)
 
Public
 
Value
 
MOIC (c)
 
Value
 
MOIC (c)
 
Realized
 
Total
   
(Dollars/Euros in Thousands, Except Where Noted)
Private Equity (continued)
 
Tactical Opportunities
 
*Tactical Opportunities (Various)
   $  23,035,391    $   9,071,275    $ 15,169,008     1.4x       16    $   12,916,194     1.8x     $28,085,202     1.6x       17     13
*Tactical Opportunities Co-Investment and Other (Various)
  9,053,110   2,303,198   3,687,558     1.3x       8   5,840,305     1.7x     9,527,863     1.5x       19     16
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Tactical Opportunities
  $  32,088,501    $ 11,374,473    $ 18,856,566     1.4x       15     $   18,756,499     1.8x     $37,613,065     1.5x       18     14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Blackstone Growth (Jul 2020 / Jul 2025)
  $    4,761,851    $   4,509,392    $      549,092     1.3x              $        463,073     3.4x     $1,012,165     1.8x       N/M       N/M  
Strategic Partners (Secondaries)
                     
Strategic Partners I-V (Various) (k)
  11,863,351   1,048,166   742,256     N/M             17,133,750     N/M     17,876,006     1.5x       N/A       13
Strategic Partners VI (Apr 2014 / Apr 2016) (k)
  4,362,750   1,267,153   1,176,262     N/M             3,502,773     N/M     4,679,035     1.5x       N/A       14
Strategic Partners VII (May 2016 / Mar 2019) (k)
  7,489,970   2,154,869   4,634,275     N/M             2,977,641     N/M     7,611,916     1.4x       N/A       15
Strategic Partners Real Assets II (May 2017 / Jun 2020) (k)
  1,749,807   375,364   1,116,127     N/M             493,155     N/M     1,609,282     1.2x       N/A       12
*Strategic Partners VIII (Mar 2019 / Jul 2023) (k)
  10,763,600   5,256,997   4,474,528     N/M             376,726     N/M     4,851,254     1.4x       N/A       32
*Strategic Partners Real Estate, SMA and Other (Various) (k)
  7,678,498   2,510,678   2,826,383     N/M             1,760,069     N/M     4,586,452     1.3x       N/A       14
*Strategic Partners Infra III (Jun 2020 / Jul 2024) (k)
  3,250,100   2,775,629   90,848     N/M                 N/A     90,848     1.8x       N/A       N/M  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Strategic Partners (Secondaries)
   $  47,158,076    $15,388,856    $  15,060,679     N/M              $   26,244,114     N/M      $41,304,793     1.5x       N/A       14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Infrastructure (Various)
   $  13,658,063    $9,103,132    $    5,492,303     1.2x       49   $                  —     N/A      $  5,492,303     1.2x       N/A       13
Life Sciences
                     
Clarus IV (Jan 2018 / Jan 2020)
  910,000   372,990   694,759     1.5x       2   29,630     1.3x     724,389     1.5x       15     15
*BXLS V (Jan 2020 / Jan 2025)
  4,739,681   4,132,098   731,761     1.4x       13       N/A     731,761     1.4x       N/A       N/M  
 
continued...
 
84

Table of Contents
           
Unrealized Investments
 
Realized Investments
 
Total Investments
   
Fund (Investment Period
 
Committed
 
Available
         
%
                 
Net IRRs (d)
Beginning Date / Ending Date) (a)
 
Capital
 
Capital (b)
 
Value
 
MOIC (c)
 
Public
 
Value
 
MOIC (c)
 
Value
 
MOIC (c)
 
Realized
 
Total
   
(Dollars/Euros in Thousands, Except Where Noted)
Credit
                     
Mezzanine / Opportunistic I (Jul 2007 / Oct 2011)
   $    2,000,000      $      
 
  97,114  
   $          21,828       1.1x              $  4,774,747       1.6x      $  4,796,575       1.6x       N/A       17
Mezzanine / Opportunistic II (Nov 2011 / Nov 2016)
  4,120,000     1,013,932     858,763       0.6x             5,773,739       1.6x     6,632,502       1.3x       N/A       10
Mezzanine / Opportunistic III (Sep 2016 / Jan 2021)
  6,639,133     1,252,742     5,102,629       1.1x             3,390,488       1.7x     8,493,117       1.3x       N/A       11
*Mezzanine / Opportunistic IV (Jan 2021 / Jan 2026)
  3,309,957     3,157,365     153,993       1.0x             1,246       N/A     155,239       1.0x       N/A       N/A  
Stressed / Distressed I (Sep 2009 / May 2013)
  3,253,143     76,000     —       N/A             5,775,571       1.3x     5,775,571       1.3x       N/A       9
Stressed / Distressed II (Jun 2013 / Jun 2018)
  5,125,000     547,341     908,998       0.8x             4,662,278       1.2x     5,571,276       1.1x       N/A       1
*Stressed / Distressed III (Dec 2017 / Dec 2022)
  7,356,380     3,911,199     2,142,411       1.0x             1,639,998       1.4x     3,782,409       1.1x       N/A       5
Energy I (Nov 2015 / Nov 2018)
  2,856,867     994,239     1,584,612       1.0x             1,299,843       1.6x     2,884,455       1.2x       N/A       7
*Energy II (Feb 2019 / Feb 2024)
  3,616,081     2,777,742     961,310       1.1x             314,985       1.6x     1,276,295       1.2x       N/A       29
European Senior Debt I (Feb 2015 / Feb 2019)
   
    1,964,689  
   
   
 
   262,220  
   
    1,731,478  
    1.0x       2    
   1,452,345  
    1.5x      
  3,183,823  
    1.2x       N/A       5
*European Senior Debt II (Jun 2019 / Jun 2024)
   
    4,088,344  
   
   3,144,414  
 
    
 
   941,601  
    1.0x              
   
 
   575,787  
    1.2x      
 
 
1,517,388  
    1.1x       N/A       21
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Credit Drawdown Funds (l)
    $  45,182,219      $ 17,831,492      $  14,876,214       1.0x              $ 29,959,526       1.4x      $44,835,740       1.3x       N/A       10
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Direct Lending BDC (Various) (m)
   $    3,926,295      $      713,254      $    3,325,418       N/A              $      321,007       N/A      $  3,646,425       N/A       N/A       9
 
85

Table of Contents
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
 
N/M
Not meaningful generally due to the limited time since initial investment.
N/A
Not applicable.
SMA
Separately managed account.
*  
Represents funds that are currently in their investment period and open-ended funds.
(a)
Excludes investment vehicles where Blackstone does not earn fees.
(b)
Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital and may include leverage, less invested capital. This amount is not reduced by outstanding commitments to investments.
(c)
Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Performance Revenues, divided by invested capital.
(d)
Unless otherwise indicated, Net Internal Rate of Return (“IRR”) represents the annualized inception to March 31, 2021 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of limited partner cash flows. Initial inception date of cash flows may differ from the Investment Period Beginning Date.
(e)
The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP International II performance reflects a 7% Realized Net IRR and a 7% Total Net IRR.
(f)
BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.
(g)
BPP represents the Core+ real estate funds which invest with a more modest risk profile and lower leverage. Committed Capital and Available Capital are not regularly reported to investors in our Core+ strategy and are not applicable in the context of these funds.
(h)
Unrealized Investment Value reflects BREIT’s net asset value as of March 31, 2021. Realized Investment Value represents BREIT’s cash distributions, net of servicing fees. The BREIT net return reflects a per share blended return, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date net returns are presented on an annualized basis and are from January 1, 2017. Committed Capital and Available Capital are not regularly reported to investors in our Core+ strategy and are not applicable in the context of this vehicle.
(i)
BREDS High-Yield represents the flagship real estate debt drawdown funds only and excludes BREDS High-Grade.
(j)
Blackstone Core Equity Partners is a core private equity strategy which invests with a more modest risk profile and longer hold period than traditional private equity.
(k)
Realizations are treated as return of capital until fully recovered and therefore unrealized and realized MOICs are not meaningful. If information is not available on a timely basis, returns are calculated from results that are reported on a three month lag and therefore do not include the impact of economic and market activities in the quarter in which such events occur.
(l)
Funds presented represent the flagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the credit drawdown funds presented.
(m)
Unrealized Investment Value reflects BXSL’s net asset value as of March 31, 2021. Realized Investment Value represents BXSL’s cash distributions. BXSL’s net return is annualized and calculated since inception starting on November 20, 2018, as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company’s dividend reinvestment plan) divided by the beginning NAV per share.
 
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Segment Analysis
Discussed below is our Segment Distributable Earnings for each of our segments. This information is reflected in the manner utilized by our senior management to make operating decisions, assess performance and allocate resources. References to “our” sectors or investments may also refer to portfolio companies and investments of the underlying funds that we manage.
Real Estate
The following table presents the results of operations for our Real Estate segment:
 
                                                               
   
Three Months Ended
       
   
March 31,
 
2021 vs. 2020
   
2021
 
2020
 
$
 
%
   
(Dollars in Thousands)
Management Fees, Net
       
Base Management Fees
 
$
427,186
 
 
$
371,438
 
 
$
55,748
 
 
 
15
Transaction and Other Fees, Net
 
 
26,019
 
 
 
23,024
 
 
 
2,995
 
 
 
13
Management Fee Offsets
 
 
(1,623
 
 
(8,341
 
 
6,718
 
 
 
-81
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management Fees, Net
 
 
451,582
 
 
 
386,121
 
 
 
65,461
 
 
 
17
Fee Related Performance Revenues
 
 
155,392
 
 
 
4,551
 
 
 
150,841
 
 
 
N/M
 
Fee Related Compensation
 
 
(188,492
 
 
(120,296
 
 
(68,196
 
 
57
Other Operating Expenses
 
 
(44,362
 
 
(40,476
 
 
(3,886
 
 
10
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
 
 
374,120
 
 
 
229,900
 
 
 
144,220
 
 
 
63
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
 
 
88,638
 
 
 
43,720
 
 
 
44,918
 
 
 
103
Realized Performance Compensation
 
 
(22,762
 
 
(13,392
 
 
(9,370
 
 
70
Realized Principal Investment Income
 
 
100,820
 
 
 
7,300
 
 
 
93,520
 
 
 
N/M
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Realizations
 
 
166,696
 
 
 
37,628
 
 
 
129,068
 
 
 
343
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Distributable Earnings
 
$
      540,816
 
 
$
      267,528
 
 
$
      273,288
 
 
 
      102
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M    Not meaningful.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Segment Distributable Earnings were $540.8 million for the three months ended March 31, 2021, an increase of $273.3 million, or 102%, compared to $267.5 million, for the three months ended March 31, 2020. The increase in Segment Distributable Earnings was attributable to increases of $144.2 million in Fee Related Earnings and $129.1 million in Net Realizations.
Segment Distributable Earnings in our Real Estate segment in the first quarter of 2021 were higher compared to the first quarter of 2020. This was primarily driven by increased Fee Related Earnings due to the crystallization of performance revenues for certain vehicles, by growth in Fee-Earning Assets Under Management in core+ real estate and by an increase in Net Realizations. Favorable market conditions have contributed to significant realizations. We have also benefited from fundraising momentum in perpetual capital strategies, which represent an increasing percentage of our total assets under management. Economic recovery and activity in the U.S. have accelerated following meaningful progress on
COVID-19
vaccine production and distribution and support from previously implemented fiscal and monetary stimulus. Although certain investments in our real estate portfolio, such as those in the hospitality and retail sectors and in select office and residential assets in urban locations, have been materially impacted and could continue to be adversely affected by the
COVID-19
pandemic, the majority of our aggregate global real estate portfolio in BREP and core+ real estate businesses is in sectors that have demonstrated greater resiliency. Nevertheless,
 
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the global economic recovery could remain uneven with dispersion across sectors and regions, particularly given continued uncertainty in certain geographies experiencing or with potential for an increase in
COVID-19
infection levels. Higher inflation would potentially negatively impact certain real estate assets, such as those with long-term leases that do not provide for short term rent increases. Our real estate strategies have, however, oriented their portfolios toward investments in markets where we see opportunities for stronger relative growth, with better insulation from inflation pressure. Segment Distributable Earnings in our Real Estate segment would potentially be negatively impacted if pressure on wages and other inputs increasingly pressure profit margins.
In addition, the Presidential administration and the U.S. Congress may introduce new or enforce existing policies and regulations that may create uncertainty for our business and investment strategies and could have an adverse impact on us and our portfolio companies. Such conditions (which may be across industries, sectors or geographies) may contribute to adverse operating performance, including moderated rent growth in certain markets in our residential portfolio. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — The global outbreak of the novel coronavirus, or
COVID-19,
has caused severe disruptions in the U.S. and global economies and has adversely impacted, and may continue to adversely impact, our performance and results of operations,” “— Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” and “— A period of economic slowdown, which may be across one or more industries, sectors or geographies, has contributed and could in the future contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Fee Related Earnings
Fee Related Earnings were $374.1 million for the three months ended March 31, 2021, an increase of $144.2 million, or 63%, compared to $229.9 million for the three months ended March 31, 2020. The increase in Fee Related Earnings was primarily attributable to increases of $150.8 million in Fee Related Performance Revenues and $65.5 million in Management Fees, Net, partially offset by an increase of $68.2 million in Fee Related Compensation.
Fee Related Performance Revenues were $155.4 million for the three months ended March 31, 2021, an increase of $150.8 million, compared to $4.6 million for the three months ended March 31, 2020. The increase was primarily due to crystallization events in the Logicor separately managed account and BPP Europe.
Management Fees, Net were $451.6 million for the three months ended March 31, 2021, an increase of $65.5 million, compared to $386.1 million for the three months ended March 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $55.7 million primarily due to Fee-Earning Assets Under Management growth in Core+ real estate and the end of BREP Europe VI’s fee holiday in the first quarter of 2020.
Fee Related Compensation was $188.5 million for the three months ended March 31, 2021, an increase of $68.2 million, compared to $120.3 million for the three months ended March 31, 2020. The increase was primarily due to an increase in Fee Related Performance Revenues, on which a portion of Fee Related Compensation is based.
Net Realizations
Net Realizations were $166.7 million for the three months ended March 31, 2021, an increase of $129.1 million, or 343%, compared to $37.6 million for the three months ended March 31, 2020. The increase in Net Realizations was primarily attributable to increases of $93.5 million in Realized Principal Investment Income and $44.9 million in Realized Performance Revenues, partially offset by an increase of $9.4 million in Realized Performance Compensation.
 
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Realized Principal Investment Income was $100.8 million for the three months ended March 31, 2021, an increase of $93.5 million, compared to $7.3 million for the three months ended March 31, 2020. The increase was primarily due to the segment’s allocation of the gain recognized in the Pátria Sale Transactions. For additional information, see “— Notable Transactions.”
Realized Performance Revenues were $88.6 million for the three months ended March 31, 2021, an increase of $44.9 million, compared to $43.7 million for the three months ended March 31, 2020. The increase was primarily due to higher realized gains in the three months ended March 31, 2021 compared to the three months ended March 31, 2020.
Realized Performance Compensation was $22.8 million for the three months ended March 31, 2021, an increase of $9.4 million, compared to $13.4 million for the three months ended March 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues.
Fund Returns
Fund return information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
The following table presents the internal rates of return, except where noted, of our significant real estate funds:
 
    
Three Months Ended
  
March 31, 2021
    
March 31,
  
Inception to Date
    
2021
  
2020
  
Realized
  
Total
Fund (a)
  
Gross
  
Net
  
Gross
  
Net
  
Gross
  
Net
  
Gross
  
Net
BREP VI
     -4%        -4%        -19%        -16%        18%        13%        17%        13%  
BREP VII
     3%        2%        -15%        -13%        30%        22%        21%        14%  
BREP VIII
     4%        3%        -8%        -7%        36%        29%        20%        14%  
BREP IX
     8%        6%        N/M        N/M        N/M        N/M        35%        21%  
BREP Europe IV (b)
     —          —          -9%        -7%        29%        20%        20%        14%  
BREP Europe V (b)
     4%        3%        -8%        -7%        67%        52%        15%        10%  
BREP Europe VI (b)
     6%        5%        N/M        N/M        N/M        N/M        16%        6%  
BREP Asia I
     7%        6%        -15%        -13%        29%        21%        19%        13%  
BREP Asia II
     8%        8%        -8%        -8%        77%        50%        20%        11%  
BREP Co-Investment (c)
     4%        3%        -2%        -2%        18%        16%        18%        16%  
BPP (d)
     2%        2%        -2%        -2%        N/M        N/M        10%        9%  
BREDS High-Yield (e)
     5%        4%        -12%        -11%        15%        11%        14%        10%  
BREDS Liquid (f)
     6%        6%        -21%        -21%        N/A        N/A        9%        7%  
BXMT (g)
     N/A        15%        N/A        -48%        N/A        N/A        N/A        11%  
BREIT (h)
     N/A        4%        N/A        -8%        N/A        N/A        N/A        9%  
 
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The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
 
N/M
Not meaningful generally due to the limited time since initial investment.
N/A
Not applicable.
(a)
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues.
(b)
Euro-based internal rates of return.
(c)
BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.
(d)
BPP represents the Core+ real estate funds which invest with a more modest risk profile and lower leverage.
(e)
BREDS High-Yield represents the flagship real estate debt drawdown funds and excludes the BREDS High-Grade drawdown fund, which has a different risk-return profile. Inception to date returns are from July 1, 2009.
(f)
BREDS Liquid represents BREDS funds that invest in liquid real estate debt securities, except funds in liquidation and insurance mandates with specific investment objectives. The returns presented represent summarized asset-weighted gross and net rates of return from August 1, 2008. Inception to Date returns are presented on an annualized basis.
(g)
Reflects annualized return of a shareholder invested in BXMT as of the beginning of each period presented, assuming reinvestment of all dividends received during the period, and net of all fees and expenses incurred by BXMT. Return incorporates the closing NYSE stock price as of each period end. Inception to date returns are from May 22, 2013.
(h)
Reflects a per share blended return for each respective period, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date returns are presented on an annualized basis and are from January 1, 2017.
Funds With Closed Investment Periods
The Real Estate segment has eleven funds with closed investment periods as of March 31, 2021: BREP VIII, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe V, BREP Europe IV, BREP Europe Ill, BREP Asia I, BREDS Ill and BREDS II. As of March 31, 2021, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe IV, BREP Europe Ill and BREDS II were above their carried interest thresholds and would have been above their carried interest thresholds even if all remaining investments were valued at zero. BREP VIII, BREP Europe V, BREP Asia I and BREDS III were above their carried interest thresholds.
 
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Private Equity
The following table presents the results of operations for our Private Equity segment:
 
                                                                                         
   
Three Months Ended
       
   
March 31,
 
2021 vs. 2020
   
2021
 
2020
 
$
 
%
   
(Dollars in Thousands)
Management and Advisory Fees, Net
                               
Base Management Fees
 
$
377,660
 
 
$
253,974
 
 
$
123,686
 
 
 
49
Transaction, Advisory and Other Fees, Net
 
 
42,707
 
 
 
21,413
 
 
 
21,294
 
 
 
99
Management Fee Offsets
 
 
(13,919
 
 
(9,215
 
 
(4,704
 
 
51
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
 
 
406,448
 
 
 
266,172
 
 
 
140,276
 
 
 
53
Fee Related Compensation
 
 
(140,597
 
 
(110,368
 
 
(30,229
 
 
27
Other Operating Expenses
 
 
(51,055
 
 
(41,001
 
 
(10,054
 
 
25
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
 
 
214,796
 
 
 
114,803
 
 
 
99,993
 
 
 
87
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
 
 
255,845
 
 
 
112,076
 
 
 
143,769
 
 
 
128
Realized Performance Compensation
 
 
(111,209
 
 
(54,643
 
 
(56,566
 
 
104
Realized Principal Investment Income
 
 
115,403
 
 
 
10,347
 
 
 
105,056
 
 
 
N/M
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Realizations
 
 
260,039
 
 
 
67,780
 
 
 
192,259
 
 
 
284
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Distributable Earnings
 
$
      474,835
 
 
$
      182,583
 
 
$
      292,252
 
 
 
      160
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M
Not meaningful.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Segment Distributable Earnings were $474.8 million for the three months ended March 31, 2021, an increase of $292.3 million, or 160%, compared to $182.6 million for the three months ended March 31, 2020. The increase in Segment Distributable Earnings was attributable to increases of $100.0 million in Fee Related Earnings and $192.3 million in Net Realizations.
Segment Distributable Earnings in our Private Equity segment in the first quarter of 2021 were higher compared to the first quarter of 2020. This was primarily driven by an increase in Fee Related Earnings due to the conclusion of fee holidays and the commencement of investment periods in certain vehicles, as well as an increase in Net Realizations. Favorable market conditions in the first quarter of 2021 have contributed to significant realizations and fundraising momentum. Economic recovery and activity in the U.S. have accelerated following meaningful progress on
COVID-19
vaccine production and distribution and support from previously implemented fiscal and monetary stimulus. Although certain investments in our private equity portfolio, such as those in the travel, leisure and events sectors, have experienced material reductions in value and could continue to be adversely impacted by the
COVID-19
pandemic, the majority of our aggregate portfolio in our corporate private equity funds is in sectors that have demonstrated greater resiliency. Nevertheless, the global economic recovery could remain uneven with dispersion across sectors and regions, particularly given continued uncertainty in certain geographies experiencing or with potential for an increase in
COVID-19
infection levels. Higher inflation would potentially negatively impact Segment Distributable Earnings in our Private Equity segment, particularly if occurring against a backdrop of slow economic growth. Segment Distributable Earnings in the Private Equity segment would also potentially be negatively impacted if pressure on wages and other inputs increasingly pressure profit margins.
 
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In energy, oil prices experienced further recovery in the first quarter of 2021, but weakened market fundamentals nonetheless continue to pose challenges, particularly in upstream energy. An increased focus on energy sustainability due to concerns about climate change and the impact of carbon emissions, including potential alternatives to fossil fuels, has also exacerbated the impact of such weakened market fundamentals. The persistence of these weakened market fundamentals would further negatively impact the performance of certain investments in our energy and corporate private equity funds.
In addition, the Presidential administration and the U.S. Congress may introduce new or enforce existing policies and regulations that may create uncertainty for our business and investment strategies and could have an adverse impact on us and our portfolio companies. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — The global outbreak of the novel coronavirus, or
COVID-19,
has caused severe disruptions in the U.S. and global economies and has adversely impacted, and may continue to adversely impact, our performance and results of operations,” “— Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” and “— A period of economic slowdown, which may be across one or more industries, sectors or geographies, has contributed and could in the future contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Fee Related Earnings
Fee Related Earnings were $214.8 million for the three months ended March 31, 2021, an increase of $100.0 million, or 87%, compared to $114.8 million for the three months ended March 31, 2020. The increase in Fee Related Earnings was primarily attributable to an increase of $140.3 million in Management and Advisory Fees, Net, partially offset by increases of $30.2 million in Fee Related Compensation and $10.1 million in Other Operating Expenses.
Management and Advisory Fees, Net were $406.5 million for the three months ended March 31, 2021, an increase of $140.3 million, compared to $266.2 million for the three months ended March 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $123.7 million primarily due to BCP VIII, BEP III and BXLS V, all of which commenced their investment periods in the first quarter of 2020 and ended their fee holidays during the third quarter of2020, and the commencement of BXG’s investment period in the third quarter of 2020.
The annualized Base Management Fee Rate increased from 0.90% at March 31, 2020 to 1.16% at March 31,2021. The increase was principally due to BCP VIII, BEP III and BXLS V, all of which commenced their investment periods in the first quarter of 2020 and ended their fee holidays during the third quarter of 2020.
Fee Related Compensation was $140.6 million for the three months ended March 31, 2021, an increase of $30.2 million, compared to $110.4 million for the three months ended March 31, 2020. The increase was primarily due to an increase in Management and Advisory Fees, Net on which a portion of Fee Related Compensation is based.
Other Operating Expenses were $51.1 million for the three months ended March 31, 2021, an increase of $10.1 million, compared to $41.0 million for the three months ended March 31, 2020. The increase was primarily due to growth in our corporate private equity, BXG and Strategic Partners businesses.
Net Realizations
Net Realizations were $260.0 million for the three months ended March 31, 2021, an increase of $192.3 million, or 284%, compared to $67.8 million for the three months ended March 31, 2020. The increase in Net Realizations was primarily attributable to increases of $143.8 million in Realized Performance Revenues and $105.1 million in Realized Principal Investment Income, partially offset by an increase of $56.6 million in Realized Performance Compensation.
 
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Realized Performance Revenues were $255.8 million for the three months ended March 31, 2021, an increase of $143.8 million, compared to $112.1 million for the three months ended March 31, 2020. The increase was primarily due to higher Realized Performance Revenues in Tactical Opportunities, corporate private equity and BXG.
Realized Principal Investment Income was $115.4 million for the three months ended March 31, 2021, an increase of $105.1 million, compared to $10.3 million for the three months ended March 31, 2020. The increase was primarily due to the segment’s allocation of the gain recognized in the Pátria Sale Transactions. For additional information, see “— Notable Transactions.”
Realized Performance Compensation was $111.2 million for the three months ended March 31, 2021, an increase of $56.6 million, compared to $54.6 million for the three months ended March 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues.
Fund Returns
Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
The following table presents the internal rates of return of our significant private equity funds:
 
    
Three Months Ended
  
March 31, 2021
    
March 31,
  
Inception to Date
    
2021
  
2020
  
Realized
  
Total
Fund (a)
  
Gross
  
Net
  
Gross
  
Net
  
Gross
  
Net
  
Gross
  
Net
BCP IV
     8%        6%        1%        1%        50%        36%        50%        36%  
BCP V
     118%        54%        -26%        -10%        10%        8%        10%        8%  
BCP VI
     10%        9%        -27%        -23%        22%        17%        17%        13%  
BCP VII
     13%        10%        -14%        -12%        36%        22%        26%        18%  
BCP Asia I
     17%        15%        -1%        -2%        292%        145%        61%        40%  
BEP I
     32%        28%        -47%        -40%        19%        15%        14%        11%  
BEP II
     21%        21%        -50%        -51%        1%        -6%        2%        -2%  
BEP III
     28%        23%        N/M        N/A        N/A        N/A        188%        106%  
BCOM
     41%        41%        1%        —          13%        6%        13%        6%  
BCEP I (b)
     16%        15%        -6%        -5%        35%        28%        27%        23%  
BIP
     25%        19%        -11%        -11%        N/A        N/A        21%        13%  
Clarus IV
     12%        10%        2%        1%        24%        15%        28%        15%  
Tactical Opportunities
     17%        14%        -20%        -18%        22%        17%        17%        13%  
Tactical Opportunities Co-Investment and Other
     13%        11%        -11%        -10%        21%        19%        19%        16%  
Strategic Partners I-V (c)
     6%        5%        2%        1%        N/A        N/A        16%        13%  
Strategic Partners VI (c)
     9%        8%        -1%        -2%        N/A        N/A        19%        14%  
Strategic Partners VII (c)
     12%        11%        —          —          N/A        N/A        20%        15%  
Strategic Partners Real Assets II (c)
     2%        2%        4%        3%        N/A        N/A        16%        12%  
Strategic Partners VIII (c)
     19%        15%        N/M        N/M        N/A        N/A        46%        32%  
Strategic Partners Real Estate, SMA and Other (c)
     6%        6%        2%        1%        N/A        N/A        16%        14%  
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
 
N/M
Not meaningful generally due to the limited time since initial investment.
 
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N/A
Not applicable.
SMA
Separately managed account.
(a)
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues.
(b)
BCEP is a core private equity strategy which invests with a more modest risk profile and longer hold period than traditional private equity.
(c)
Realizations are treated as return of capital until fully recovered and therefore inception to date realized returns are not applicable. If information is not available on a timely basis, returns are calculated from results that are reported on a three month lag and therefore do not include the impact of economic and market activities in the quarter in which such events occur.
Funds With Closed Investment Periods
The corporate private equity funds within the Private Equity segment have eight funds with closed investment periods: BCP IV, BCP V, BCP VI, BCP VII, BCOM, BEP I, BEP II and BCEP I. As of March 31, 2021, BCP IV was above its carried interest threshold (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive carried interest) and would still be above its carried interest threshold even if all remaining investments were valued at zero. BCP V is comprised of two fund classes based on the timings of fund closings, the BCP V “main fund” and BCP V-AC fund. Within these fund classes, the general partner is subject to equalization such that (a) the general partner accrues carried interest when the respective carried interest for either fund class is positive and (b) the general partner realizes carried interest so long as clawback obligations, if any, for either of the respective fund classes are fully satisfied. BCP V, BCP VI, BCP VII, BCOM, BEP I and BCEP I were above their respective carried interest thresholds. We are entitled to retain previously realized carried interest up to 20% of BCOM’s net gains. As a result, Performance Revenues are recognized from BCOM on current period gains and losses. BEP II was below its carried interest threshold.
Hedge Fund Solutions
The following table presents the results of operations for our Hedge Fund Solutions segment:
 
                                                                                         
   
Three Months Ended
       
   
March 31,
 
2021 vs. 2020
   
2021
 
2020
 
$
 
%
   
(Dollars in Thousands)
Management Fees, Net
                               
Base Management Fees
 
$
150,533
 
 
$
139,656
 
 
$
10,877
 
 
 
8
Transaction and Other Fees, Net
 
 
4,346
 
 
 
758
 
 
 
3,588
 
 
 
473
Management Fee Offsets
 
 
(58
 
 
(42
 
 
(16
 
 
38
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management Fees, Net
 
 
154,821
 
 
 
140,372
 
 
 
14,449
 
 
 
10
Fee Related Compensation
 
 
(38,850
 
 
(46,191
 
 
7,341
 
 
 
-16
Other Operating Expenses
 
 
(19,172
 
 
(18,667
 
 
(505
 
 
3
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
 
 
96,799
 
 
 
75,514
 
 
 
21,285
 
 
 
28
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
 
 
31,573
 
 
 
1,767
 
 
 
29,806
 
 
 
N/M
 
Realized Performance Compensation
 
 
(6,908
 
 
(945
 
 
(5,963
 
 
631
Realized Principal Investment Income (Loss)
 
 
35,550
 
 
 
(609
 
 
36,159
 
 
 
N/M
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Realizations
 
 
60,215
 
 
 
213
 
 
 
60,002
 
 
 
N/M
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Distributable Earnings
 
$
        157,014
 
 
$
        75,727
 
 
$
        81,287
 
 
 
      107
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M
Not meaningful.
 
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Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Segment Distributable Earnings were $157.0 million for the three months ended March 31, 2021, an increase of $81.3 million, or 107%, compared to $75.7 million for the three months ended March 31, 2020. The increase in Segment Distributable Earnings was attributable to increases of $21.3 million in Fee Related Earnings and $60.0 million in Net Realizations.
Segment Distributable Earnings in our Hedge Fund Solutions segment in the first quarter of 2021 were higher compared to the first quarter of 2020. This increase was primarily driven by an increase in Fee Related Earnings due to growth in Fee-Earning Assets Under Management, as well as by an increase in Net Realizations. Continued market rebounds across many asset classes have contributed to recovery from the losses in composite returns experienced in the first quarter of 2020, and the Hedge Fund Solutions segment had its highest ever fund appreciation for the last twelve months ended the first quarter of 2021. Economic recovery and activity have accelerated following meaningful progress on
COVID-19
vaccine production and distribution and support from previously implemented fiscal and monetary stimulus. The segment has also benefited from favorable liquidity conditions in recent quarters. Nevertheless, the recovery could remain uneven with meaningful dispersion across sectors and regions, particularly given continued uncertainty in certain geographies experiencing or with potential for an increase in
COVID-19
infection levels. Another significant market downturn could pose material risks to our Hedge Fund Solutions segment, including by potentially causing investors to seek liquidity in the form of redemptions from our funds and adversely impacting management fees.
In an equity market environment that generally has been characterized by relatively low volatility, investors may choose to reallocate capital away from traditional hedge fund strategies. Our Hedge Fund Solutions segment operates multiple business lines, manages strategies that are both long and short asset classes and generates a majority of its revenue through management fees. In that regard, the segment’s revenues will depend in part on our ability to successfully grow such existing diverse business lines and strategies, and identify new ones to meet evolving investor appetites. Over time we expect an increasing change in the mix of our product offerings to products whose performance-based fees represent a more significant proportion of the fees than has historically been the case for such products.
In addition, the Presidential administration and the U.S. Congress may introduce new or enforce existing policies and regulations that may create uncertainty for our business and investment strategies and may adversely affect the profitability of certain of our investments. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — The global outbreak of the novel coronavirus, or
COVID-19,
has caused severe disruptions in the U.S. and global economies and has adversely impacted, and may continue to adversely impact, our performance and results of operations,” “— Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” and “— A period of economic slowdown, which may be across one or more industries, sectors or geographies, has contributed and could in the future contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Fee Related Earnings
Fee Related Earnings were $96.8 million for the three months ended March 31, 2021, an increase of $21.3 million, or 28%, compared to $75.5 million for the three months ended March 31, 2020. The increase in Fee Related Earnings was primarily attributable to an increase of $14.4 million in Management Fees, Net and a decrease of $7.3 million in Fee Related Compensation.
Management Fees, Net were $154.8 million for the three months ended March 31, 2021, an increase of $14.4 million, compared to $140.4 million for the three months ended March 31, 2020, primarily due to an increase in Base Management Fees. Base Management Fees increased $10.9 million primarily driven by an Fee-Earning Assets Under Management growth in our individual investor and specialized solutions platform.
 
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Fee Related Compensation was $38.9 million for the three months ended March 31, 2021, a decrease of $7.3 million, compared to $46.2 million for the three months ended March 31, 2020. The decrease was primarily due to changes in compensation accruals.
Net Realizations
Net Realizations were $60.2 million for the three months ended March 31, 2021, an increase of $60.0 million, compared to $0.2 million for the three months ended March 31, 2020. The increase in Net Realizations was primarily attributable to increases of $36.2 million in Realized Principal Investment Income (Loss) and $29.8 million in Realized Performance Revenues.
Realized Principal Investment Income (Loss) was $35.6 million for the three months ended March 31, 2021, an increase of $36.2 million, compared to $(0.6) million for the three months ended March 31, 2020. The increase was primarily due to the segment’s allocation of the gain recognized in the Pátria Sale Transactions. For additional information, see “— Notable Transactions.”
Realized Performance Revenues were $31.6 million for the three months ended March 31, 2021, an increase of $29.8 million, compared to $1.8 million for the three months ended March 31, 2020. The increase was primarily driven by realizations and higher returns for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, principally within customized solutions and commingled products.
Composite Returns
Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.
The following table presents the return information of the BAAM Principal Solutions Composite:
 
   
Three
 
Average Annual Returns (a)
   
Months Ended
 
Periods Ended
   
March 31,
 
March 31, 2021
   
2021
 
2020
 
One Year
 
Three Year
 
Five Year
 
Historical
Composite
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
BAAM Principal Solutions Composite (b)
    2     2     -9     -9     18     17     6     5     7     6     7     6
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
 
(a)
Composite returns present a summarized asset-weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.
(b)
BAAM’s Principal Solutions (“BPS”) Composite covers the period from January 2000 to present, although BAAM’s inception date is September 1990. The BPS Composite includes only BAAM-managed commingled and customized multi-manager funds and accounts and does not include BAAM’s individual investor solutions (liquid alternatives), strategic capital (seeding and GP minority stakes), strategic opportunities (co-invests), and advisory (non-discretionary) platforms, except for investments by BPS funds directly into those platforms. BAAM-managed funds in liquidation and, in the case of net returns, non-fee-paying assets are also excluded. The funds/accounts that comprise the BPS Composite are not managed within a single fund or account and are managed with different mandates. There is no guarantee that BAAM would have made the same mix of investments in a stand-alone fund/account. The BPS Composite is not an investible product and, as such, the performance of the BPS Composite does not represent the performance of an actual fund or account. The historical return is from January 1, 2000.
 
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Operating Metrics
The following table presents information regarding our Invested Performance Eligible Assets Under Management:
 
                                                                                                   
    
Invested Performance
  
Estimated % Above
    
Eligible Assets Under
  
High Water Mark/
    
Management
  
Benchmark (a)
    
As of March 31,
  
As of March 31,
    
2021
  
2020
  
2021
 
2020
    
(Dollars in Thousands)
        
Hedge Fund Solutions Managed Funds (b)
  
$
49,017,154
 
  
$
39,406,514
 
  
 
91
 
 
4
 
(a)
Estimated % Above High Water Mark/Benchmark represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Hedge Fund Solutions managed fund has positive investment performance relative to a benchmark, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a benchmark return, thereby resulting in an increase in Estimated % Above High Water Mark/Benchmark.
(b)
For the Hedge Fund Solutions managed funds, at March 31, 2021, the incremental appreciation needed for the 9% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks to reach their respective High Water Marks/Benchmarks was $375.0 million, a decrease of $(4.3) billion, compared to $4.7 billion at March 31, 2020. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks as of March 31, 2021, 45% were within 5% of reaching their respective High Water Mark.
 
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Credit & Insurance
The following table presents the results of operations for our Credit & Insurance segment:
 
                                                               
   
Three Months Ended
       
   
March 31,
 
2021 vs. 2020
   
2021
 
2020
 
$
 
%
   
(Dollars in Thousands)
Management Fees, Net
       
Base Management Fees
 
$
161,911
 
 
$
145,328
 
 
$
16,583
 
 
 
11
Transaction and Other Fees, Net
 
 
5,568
 
 
 
5,470
 
 
 
98
 
 
 
2
Management Fee Offsets
 
 
(2,125
 
 
(2,896
 
 
771
 
 
 
-27
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management Fees, Net
 
 
165,354
 
 
 
147,902
 
 
 
17,452
 
 
 
12
Fee Related Performance Revenues
 
 
13,776
 
 
 
7,915
 
 
 
5,861
 
 
 
74
Fee Related Compensation
 
 
(77,171
 
 
(69,409
 
 
(7,762
 
 
11
Other Operating Expenses
 
 
(46,835
 
 
(38,741
 
 
(8,094
 
 
21
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
 
 
55,124
 
 
 
47,667
 
 
 
7,457
 
 
 
16
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
 
 
25,267
 
 
 
9,670
 
 
 
15,597
 
 
 
161
Realized Performance Compensation
 
 
(10,045
 
 
(2,322
 
 
(7,723
 
 
333
Realized Principal Investment Income
 
 
46,383
 
 
 
3,252
 
 
 
43,131
 
 
 
N/M
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Realizations
 
 
61,605
 
 
 
10,600
 
 
 
51,005
 
 
 
481
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Distributable Earnings
 
$
      116,729
 
 
$
      58,267
 
 
$
      58,462
 
 
 
      100
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M
Not meaningful.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Segment Distributable Earnings were $116.7 million for the three months ended March 31, 2021, an increase of $58.5 million, or 100%, compared to $58.3 million for the three months ended March 31, 2020. The increase in Segment Distributable Earnings was attributable to increases of $7.5 million in Fee Related Earnings and $51.0 million in Net Realizations.
Segment Distributable Earnings in our Credit & Insurance segment in the first quarter of 2021 were higher compared to the first quarter of 2020, driven by an increase in Fee Related Earnings due to capital deployment and fundraising activity, as well as by an increase in Net Realizations primarily due to an increase in Realized Principal Investment Income. Continued market rebounds across many asset classes have contributed to recovery from the losses in the composite returns experienced in the first quarter of 2020. Favorable market conditions in the first quarter have also contributed to significant realizations. We have also benefited from fundraising momentum in perpetual capital strategies, which represent an increasing percentage of our total assets under management. Economic recovery and activity in the U.S. have accelerated following meaningful progress on
COVID-19
vaccine production and distribution and support from previously implemented fiscal and monetary stimulus. Although the pandemic has adversely impacted and could continue to adversely impact the performance of our Credit & Insurance segment, the majority of the segment’s portfolio is in sectors that have demonstrated greater resiliency. The segment has also benefited from favorable liquidity conditions in recent quarters. Nevertheless, the recovery could remain uneven with meaningful dispersion across sectors and regions, particularly given continued uncertainty in certain geographies experiencing or with potential for an increase in
COVID-19
infection levels. Another significant market downturn could create additional pressure for borrowers with respect to their ability to meet their debt payment obligations or increase their focus on deleveraging. Our Credit & Insurance funds have, however, continued to actively manage their portfolios in order to limit downside and protect capital.
 
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In energy, oil prices experienced further recovery in the first quarter of 2021, but nonetheless, weakened market fundamentals continue to pose challenges, particularly in upstream energy. An increased focus on energy sustainability due to concerns about climate change and the impact of carbon emissions, including potential alternatives to fossil fuels, has also exacerbated the impact of such weakened market fundamentals. The persistence of these weakened market fundamentals in the energy sector or in the credit markets more broadly would further negatively impact the performance of certain investments in our credit funds.
In addition, the Presidential administration and the U.S. Congress may introduce new or enforce existing policies and regulations that may create uncertainty for our business and investment strategies and may adversely affect the profitability of certain of our investments. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — The global outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economies and has adversely impacted, and may continue to adversely impact, our performance and results of operations,” “— Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” and “— A period of economic slowdown, which may be across one or more industries, sectors or geographies, has contributed and could in the future contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows.” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Fee Related Earnings
Fee Related Earnings were $55.1 million for the three months ended March 31, 2021, an increase of $7.5 million, or 16%, compared to $47.7 million for the three months ended March 31, 2020. The increase in Fee Related Earnings was primarily attributable to increases of $17.5 million in Management Fees, Net and $5.9 million in Fee Related Performance Revenues, partially offset by increases of $8.1 million in Other Operating Expenses and $7.8 million in Fee Related Compensation.
Management Fees, Net were $165.4 million for the three months ended March 31, 2021, an increase of $17.5 million, compared to $147.9 million for the three months ended March 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $16.6 million primarily due to increased capital deployed in our most recently launched credit funds and vehicles, including our BXSL, and inflows in our liquid credit business, partially offset by a decrease in Harvest.
Fee Related Performance Revenues were $13.8 million for the three months ended March 31, 2021, an increase of $5.9 million, compared to $7.9 million for the three months ended March 31, 2020. The increase was primarily due to performance and growth in assets in our BXSL.
Other Operating Expenses were $46.8 million for the three months ended March 31, 2021, an increase of $8.1 million, compared to $38.7 million for the three months ended March 31, 2020. The increase was primarily due to placement fees for new business initiatives as well as investments in technology.
Fee Related Compensation was $77.2 million for the three months ended March 31, 2021, an increase of $7.8 million, compared to $69.4 million for the three months ended March 31, 2020. The increase was primarily due to increases in Management Fees, Net and Fee Related Performance Revenues, on which a portion of Fee Related Compensation is based.
Net Realizations
Net Realizations were $61.6 million for the three months ended March 31, 2021, an increase of $51.0 million, or 481%, compared to $10.6 million for the three months ended March 31, 2020. The increase in Net Realizations was primarily attributable to increases of $43.1 million in Realized Principal Investment Income and $15.6 million in Realized Performance Revenues, partially offset by an increase of $7.7 million in Realized Performance Compensation.
 
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Realized Principal Investment Income was $46.4 million for the three months ended March 31, 2021, an increase of $43.1 million, compared to $3.3 million for the three months ended March 31, 2020. The increase was primarily due to the segment’s allocation of the gain recognized in the Pátria Sale Transactions. For additional information, see “— Notable Transactions.”
Realized Performance Revenues were $25.3 million for the three months ended March 31, 2021, an increase of $15.6 million, compared to $9.7 million for the three months ended March 31, 2020. The increase was primarily attributable to an increase in realized carry compared to the three months ended March 31, 2020.
Realized Performance Compensation was $10.0 million for the three months ended March 31, 2021, an increase of $7.7 million, compared to $2.3 million for the three months ended March 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues.
Composite Returns
Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.
The following table presents the return information for the Private Credit and Liquid Credit composites:
 
                                                                                                                 
    
Three Months Ended March 31,
 
March 31, 2021
    
2021
 
2020
 
Inception to Date
Composite (a)
  
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Private Credit (b)
  
 
7
 
 
6
 
 
-22
 
 
-20
 
 
11
 
 
7
Liquid Credit (b)
  
 
2
 
 
2
 
 
-12
 
 
-12
 
 
5
 
 
5
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
 
(a)
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Allocations, net of tax advances.
(b)
Effective January 1, 2021, Credit returns are presented as separate returns for Private Credit and Liquid Credit instead of as a Credit Composite. Private Credit returns include mezzanine lending funds and middle market direct lending funds (including BXSL), stressed/distressed strategies (including stressed/distressed funds and credit alpha strategies) and energy strategies. Liquid Credit returns include CLOs, closed-ended funds, open-ended funds and separately managed accounts. Only fee-earning funds exceeding $100 million of fair value at the beginning of each respective quarter-end are included. Funds in liquidation, funds investing primarily in investment grade corporate credit and our structured products group are excluded. Blackstone Funds that were contributed to BXC as part of Blackstone’s acquisition of BXC in March 2008 and the pre-acquisition date performance for funds and vehicles acquired by BXC subsequent to March 2008, are also excluded. Private Credit and Liquid Credit’s inception to date returns are from December 31, 2005. Prior periods have been updated to reflect this presentation. Credit Composite gross returns were 2%, (14)% and 9% for the three months ended March 31, 2021, the three months ended March 31, 2020 and inception to date March 31, 2021, respectively. Credit Composite net returns were 1%, (13)% and 6% for the three months ended March 31, 2021, the three months ended March 31, 2020 and inception to date March 31, 2021, respectively.
 
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Operating Metrics
The following table presents information regarding our Invested Performance Eligible Assets Under Management:
 
                                                                                                   
    
Invested Performance
  
Estimated % Above
    
Eligible Assets Under
  
High Water Mark/
    
Management
  
Hurdle (a)
    
As of March 31,
  
As of March 31,
    
2021
  
2020
  
2021
 
2020
    
(Dollars in Thousands)
        
Credit & Insurance (b)
  
$
     34,794,664
 
  
$
     23,076,505
 
  
 
66
 
 
20
 
(a)
Estimated % Above High Water Mark/Hurdle represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Credit & Insurance managed fund has positive investment performance relative to a hurdle, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a hurdle return, thereby resulting in an increase in Estimated % Above High Water Mark/Hurdle.
(b)
For the Credit & Insurance managed funds, at March 31, 2021, the incremental appreciation needed for the 34% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles to reach their respective High Water Marks/Hurdles was $2.6 billion, a decrease of $(2.5) billion, compared to $5.2 billion at March 31, 2020. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles as of March 31, 2021, 57% were within 5% of reaching their respective High Water Mark.
Non-GAAP Financial Measures
These non-GAAP financial measures are presented without the consolidation of any Blackstone Funds that are consolidated into the Condensed Consolidated Financial Statements. Consequently, all non-GAAP financial measures exclude the assets, liabilities and operating results related to the Blackstone Funds. See “— Key Financial Measures and Indicators” for our definitions of Distributable Earnings, Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA.
 
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The following table is a reconciliation of Net Income Attributable to The Blackstone Group Inc. to Distributable Earnings, Total Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA:
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
Net Income (Loss) Attributable to The Blackstone Group Inc.
   $     1,747,872      $     (1,066,492
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings
     1,235,784        (880,117
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities
     386,850        (645,077
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities
     629        (15,469
  
 
 
    
 
 
 
Net Income (Loss)
     3,371,135        (2,607,155
Benefit for Taxes
     (447      (158,703
  
 
 
    
 
 
 
Net Income (Loss) Before Benefit for Taxes
     3,370,688        (2,765,858
Transaction-Related Charges (a)
     27,888        46,994  
Amortization of Intangibles (b)
     17,124        16,483  
Impact of Consolidation (c)
     (387,479      660,546  
Unrealized Performance Revenues (d)
     (2,464,497      3,453,446  
Unrealized Performance Allocations Compensation (e)
     1,049,969        (1,397,378
Unrealized Principal Investment (Income) Loss (f)
     (423,934      616,610  
Other Revenues (g)
     (60,273      (138,151
Equity-Based Compensation (h)
     144,272        87,472  
Administrative Fee Adjustment (i)
     2,708         
Taxes and Related Payables (j)
     (84,222      (23,053
  
 
 
    
 
 
 
Distributable Earnings
     1,192,244        557,111  
Taxes and Related Payables (j)
     84,222        23,053  
Net Interest Loss (k)
     12,928        3,941  
  
 
 
    
 
 
 
Total Segment Distributable Earnings
     1,289,394        584,105  
Realized Performance Revenues (l)
     (401,323      (167,233
Realized Performance Compensation (m)
     150,924        71,302  
Realized Principal Investment Income (n)
     (298,156      (20,290
  
 
 
    
 
 
 
Fee Related Earnings
   $ 740,839      $ 467,884  
  
 
 
    
 
 
 
Adjusted EBITDA Reconciliation
     
Distributable Earnings
   $ 1,192,244      $ 557,111  
Interest Expense (o)
     44,340        41,540  
Taxes and Related Payables (j)
     84,222        23,053  
Depreciation and Amortization
     12,293        7,512  
  
 
 
    
 
 
 
Adjusted EBITDA
   $ 1,333,099      $ 629,216  
  
 
 
    
 
 
 
 
(a)
This adjustment removes Transaction-Related Charges, which are excluded from Blackstone’s segment presentation. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures, and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.
 
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(b)
This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation. This amount includes amortization of intangibles associated with Blackstone’s investment in Pátria, which was historically accounted for under the equity method. As a result of Pátria’s IPO in January 2021, equity method has been discontinued and there will no longer be amortization of intangibles associated with the investment.
(c)
This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.
(d)
This adjustment removes Unrealized Performance Revenues on a segment basis. The Segment Adjustment represents the add back of performance revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation.
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
GAAP Unrealized Performance Allocations
   $ 2,464,497      $ (3,453,081
Segment Adjustment
            (365
  
 
 
    
 
 
 
Unrealized Performance Revenues
   $ 2,464,497      $ (3,453,446
  
 
 
    
 
 
 
 
(e)
This adjustment removes Unrealized Performance Allocations Compensation.
(f)
This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis. The Segment Adjustment represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
GAAP Unrealized Principal Investment Income (Loss)
   $ 639,315      $ (959,365
Segment Adjustment
     (215,381      342,755  
  
 
 
    
 
 
 
Unrealized Principal Investment Income (Loss)
   $ 423,934      $ (616,610
  
 
 
    
 
 
 
 
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(g)
This adjustment removes Other Revenues on a segment basis. The Segment Adjustment represents (1) the add back of Other Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of certain Transaction-Related Charges.
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
GAAP Other Revenue
   $ 60,304       $ 138,180   
Segment Adjustment
     (31)        (29)  
  
 
 
    
 
 
 
Other Revenues
   $ 60,273      $ 138,151   
  
 
 
    
 
 
 
 
(h)
This adjustment removes Equity-Based Compensation on a segment basis.
(i)
This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
(j)
Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and adjusted to exclude the tax impact of any divestitures. Related Payables represent tax-related payables including the amount payable under the Tax Receivable Agreement. See “— Key Financial Measures and Indicators — Distributable Earnings” for the full definition of Taxes and Related Payables.
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
Taxes
   $ 69,609      $ 16,274  
Related Payables
     14,613        6,779  
  
 
 
    
 
 
 
Taxes and Related Payables
   $ 84,222      $ 23,053  
  
 
 
    
 
 
 
 
(k)
This adjustment removes Interest and Dividend Revenue less Interest Expense on a segment basis. The Segment Adjustment represents (1) the add back of Interest and Dividend Revenue earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of interest expense associated with the Tax Receivable Agreement.
 
    
Three Months Ended
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
GAAP Interest and Dividend Revenue
   $ 31,412      $ 35,084   
Segment Adjustment
     —         2,515   
  
 
 
    
 
 
 
Interest and Dividend Revenue
     31,412         37,599   
  
 
 
    
 
 
 
GAAP Interest Expense
     44,983         41,644   
Segment Adjustment
     (643)        (104)  
  
 
 
    
 
 
 
Interest Expense
     44,340         41,540   
  
 
 
    
 
 
 
Net Interest Loss
   $ (12,928)      $ (3,941)  
  
 
 
    
 
 
 
 
(l)
This adjustment removes the total segment amount of Realized Performance Revenues.
 
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(m)
This adjustment removes the total segment amount of Realized Performance Compensation.
(n)
This adjustment removes the total segment amount of Realized Principal Investment Income.
(o)
This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement.
The following tables are a reconciliation of Total GAAP Investments to Net Accrued Performance Revenues. Total GAAP Investments and Net Accrued Performance Revenues consist of the following:
 
    
March 31,
 
    
2021
    
2020
 
    
(Dollars in Thousands)
 
Investments of Consolidated Blackstone Funds
   $ 1,459,804       $ 7,275,752   
Equity Method Investments
     
Partnership Investments
     4,676,341         3,553,538   
Accrued Performance Allocations
     9,367,251         3,761,585   
Corporate Treasury Investments
     1,726,285         1,653,950   
Other Investments
     713,628         185,876   
  
 
 
    
 
 
 
Total GAAP Investments
   $ 17,943,309       $ 16,430,701   
  
 
 
    
 
 
 
Accrued Performance Allocations -GAAP
   $ 9,367,251       $ 3,761,585   
Impact of Consolidation (a)
            19   
Due from Affiliates - GAAP (b)
     56,274         20,910   
Less: Net Realized Performance Revenues (c)
     (269,426)        (31,719)  
Less: Accrued Performance Compensation—GAAP (d)
     (3,952,253)        (1,563,672)  
  
 
 
    
 
 
 
Net Accrued Performance Revenues
   $ 5,201,847       $ 2,187,123   
  
 
 
    
 
 
 
 
(a)
This adjustment adds back investments in consolidated Blackstone Funds which have been eliminated in consolidation.
(b)
Represents GAAP accrued performance revenue recorded within Due from Affiliates.
(c)
Represents Performance Revenues realized but not yet distributed as of the reporting date and are included in Distributable Earnings in the period they are realized.
(d)
Represents GAAP accrued performance compensation associated with Accrued Performance Allocations and is recorded within Accrued Compensation and Benefits and Due to Affiliates.
Liquidity and Capital Resources
General
Blackstone’s business model derives revenue primarily from third party assets under management. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to support the working capital or operating needs of our businesses. We draw primarily on the long-term committed capital of our limited partner investors to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, where our minimum general partner commitments are generally less than 5% of the limited partner commitments of a fund, and pay dividends to shareholders.
Fluctuations in our statement of financial condition result primarily from activities of the Blackstone Funds that are consolidated as well as business transactions, such as the issuance of senior notes described below. The majority economic ownership interests of the Blackstone Funds are reflected as Redeemable Non-Controlling Interests in Consolidated Entities and Non-Controlling Interests in Consolidated Entities in the Condensed
 
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Consolidated Financial Statements. The consolidation of these Blackstone Funds has no net effect on Blackstone’s Net Income or Partners’ Capital. Additionally, fluctuations in our statement of financial condition also include appreciation or depreciation in Blackstone investments in the Blackstone Funds, additional investments and redemptions of such interests in the Blackstone Funds and the collection of receivables related to management and advisory fees.
Total Assets were $29.7 billion as of March 31, 2021, an increase of $3.4 billion, or 13%, from December 31, 2020. The increase in Total Assets was principally due to an increase of $3.4 billion in total assets attributable to consolidated operating partnerships. The increase in total assets attributable to consolidated operating partnerships was primarily due to an increase of $2.3 billion in Investments. The increase in Investments was primarily due to appreciation in the value of Blackstone’s interests in its private equity and real estate investments. The other net variances of the assets attributable to the consolidated operating partnerships were relatively unchanged.
Total Liabilities were $12.9 billion as of March 31, 2021, an increase of $1.2 billion, or 10%, from December 31, 2020. The increase in Total Liabilities was principally due to an increase of $1.2 billion in total liabilities attributable to consolidated operating partnerships. The increase in total liabilities attributable to the consolidated operating partnerships was primarily due to an increase of $943.0 million in Accrued Compensation and Benefits. The increase in Accrued Compensation and Benefits was primarily due to an increase in performance compensation. The other net variances of the liabilities attributable to the consolidated operating partnerships were relatively unchanged.
We have multiple sources of liquidity to meet our capital needs as described in “— Sources and Uses of Liquidity.” While our liquidity has not been materially impacted by the
COVID-19
pandemic to date, we continue to closely monitor developments in the impact of the
COVID-19
pandemic and actively evaluate our sources and uses of liquidity in light of such developments.
Sources and Uses of Liquidity
We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in our businesses, the proceeds from our issuances of senior notes, liquid investments we hold on our balance sheet and access to our $2.25 billion committed revolving credit facility. As of March 31, 2021, Blackstone had $2.9 billion in Cash and Cash Equivalents and $1.7 billion invested in Corporate Treasury Investments, against $5.7 billion in borrowings from our bond issuances, and no borrowings outstanding under our revolving credit facility.
In addition to the cash we received from our notes offerings and availability under our revolving credit facility, we expect to receive (a) cash generated from operating activities, (b) Performance Allocations and Incentive Fee realizations, and (c) realizations on the fund investments that we make. The amounts received from these three sources in particular may vary substantially from year to year and quarter to quarter depending on the frequency and size of realization events or net returns experienced by our investment funds. Our available capital could be adversely affected if there are prolonged periods of few substantial realizations from our investment funds accompanied by substantial capital calls for new investments from those investment funds. Therefore, Blackstone’s commitments to our funds are taken into consideration when managing our overall liquidity and cash position.
We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our existing businesses which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital to facilitate our expansion into new businesses, (c) pay operating expenses, including cash compensation to our employees and other obligations as they arise, (d) fund modest capital expenditures, (e) repay borrowings and related interest costs, (f) pay income taxes, (g) repurchase shares of our common stock and Blackstone Holdings Partnership Units pursuant to our repurchase program, and (h) pay dividends to our shareholders and distributions to the holders of Blackstone Holdings Partnership Units.
 
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Our own capital commitments to our funds, the funds we invest in and our investment strategies as of March 31, 2021 consisted of the following:
 
                                                                                                                             
              
Senior Managing Directors
    
Blackstone and
  
and Certain Other
    
General Partner
  
Professionals (a)
    
Original
  
Remaining
  
Original
  
Remaining
Fund
  
Commitment
  
Commitment
  
Commitment
  
Commitment
    
(Dollars in Thousands)
Real Estate
                                   
BREP V
  
$
52,545
 
  
$
2,185
 
  
$
 
  
$
 
BREP VI
  
 
750,000
 
  
 
36,809
 
  
 
150,000
 
  
 
12,270
 
BREP VII
  
 
300,000
 
  
 
33,652
 
  
 
100,000
 
  
 
11,217
 
BREP VIII
  
 
300,000
 
  
 
48,342
 
  
 
100,000
 
  
 
16,114
 
BREP IX
  
 
300,000
 
  
 
192,463
 
  
 
100,000
 
  
 
64,154
 
BREP Europe III
  
 
100,000
 
  
 
13,231
 
  
 
35,000
 
  
 
4,410
 
BREP Europe IV
  
 
130,000
 
  
 
24,074
 
  
 
43,333
 
  
 
8,025
 
BREP Europe V
  
 
150,000
 
  
 
32,133
 
  
 
43,333
 
  
 
9,283
 
BREP Europe VI
  
 
130,000
 
  
 
89,112
 
  
 
43,333
 
  
 
29,704
 
BREP Asia I
  
 
50,000
 
  
 
10,141
 
  
 
16,667
 
  
 
3,380
 
BREP Asia II
  
 
70,707
 
  
 
32,797
 
  
 
23,569
 
  
 
10,932
 
BREDS II
  
 
50,000
 
  
 
6,227
 
  
 
16,667
 
  
 
2,076
 
BREDS III
  
 
50,000
 
  
 
17,659
 
  
 
16,667
 
  
 
5,886
 
BREDS IV
  
 
50,000
 
  
 
37,180
 
  
 
 
  
 
 
BPP
  
 
176,263
 
  
 
23,588
 
  
 
 
  
 
 
Other (b)
  
 
25,598
 
  
 
12,292
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Real Estate
  
 
2,685,113
 
  
 
611,885
 
  
 
688,569
 
  
 
177,451
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
continued...
 
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Senior Managing Directors
    
Blackstone and
  
and Certain Other
    
General Partner
  
Professionals (a)
    
Original
  
Remaining
  
Original
  
Remaining
Fund
  
Commitment
  
Commitment
  
Commitment
  
Commitment
    
(Dollars in Thousands)
Private Equity
                                   
BCP V
  
$
629,356
 
  
$
30,642
 
  
$
 
  
$
 
BCP VI
  
 
719,718
 
  
 
82,829
 
  
 
250,000
 
  
 
28,771
 
BCP VII
  
 
500,000
 
  
 
43,166
 
  
 
225,000
 
  
 
19,425
 
BCP VIII
  
 
500,000
 
  
 
446,349
 
  
 
225,000
 
  
 
200,857
 
BEP I
  
 
50,000
 
  
 
4,728
 
  
 
 
  
 
 
BEP II
  
 
80,000
 
  
 
9,437
 
  
 
26,667
 
  
 
3,146
 
BEP III
  
 
80,000
 
  
 
69,798
 
  
 
26,667
 
  
 
23,266
 
BCEP I
  
 
120,000
 
  
 
45,305
 
  
 
18,992
 
  
 
7,170
 
BCEP II
  
 
160,000
 
  
 
160,000
 
  
 
32,640
 
  
 
32,640
 
BCP Asia I
  
 
40,000
 
  
 
21,962
 
  
 
13,333
 
  
 
7,321
 
BCP Asia II
  
 
62,294
 
  
 
62,294
 
  
 
20,765
 
  
 
20,765
 
Tactical Opportunities
  
 
410,746
 
  
 
157,934
 
  
 
136,554
 
  
 
52,645
 
Strategic Partners
  
 
770,838
 
  
 
456,108
 
  
 
118,907
 
  
 
68,954
 
BIP
  
 
168,632
 
  
 
105,655
 
  
 
 
  
 
 
BXLS
  
 
110,000
 
  
 
85,376
 
  
 
26,667
 
  
 
23,752
 
BXG
  
 
80,000
 
  
 
73,911
 
  
 
26,667
 
  
 
24,637
 
Other (b)
  
 
278,669
 
  
 
34,127
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Private Equity
  
 
4,760,253
 
  
 
1,889,621
 
  
 
1,147,859
 
  
 
513,349
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Hedge Fund Solutions
                                   
Strategic Alliance I
  
 
50,000
 
  
 
2,033
 
  
 
 
  
 
 
Strategic Alliance II
  
 
50,000
 
  
 
1,482
 
  
 
 
  
 
 
Strategic Alliance III
  
 
22,000
 
  
 
1,244
 
  
 
 
  
 
 
Strategic Holdings I
  
 
154,610
 
  
 
53,117
 
  
 
 
  
 
 
Strategic Holdings II
  
 
50,000
 
  
 
44,397
 
  
 
 
  
 
 
Other (b)
  
 
19,179
 
  
 
9,631
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Hedge Fund Solutions
  
 
345,789
 
  
 
111,904
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
continued...
 
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Senior Managing Directors
    
Blackstone and
  
and Certain Other
    
General Partner
  
Professionals (a)
    
Original
  
Remaining
  
Original
  
Remaining
Fund
  
Commitment
  
Commitment
  
Commitment
  
Commitment
    
(Dollars in Thousands)
Credit & Insurance
                                   
Mezzanine / Opportunistic II
  
$
120,000
 
  
$
29,658
 
  
$
110,101
 
  
$
27,212
 
Mezzanine / Opportunistic III
  
 
130,783
 
  
 
41,343
 
  
 
31,125
 
  
 
9,839
 
Mezzanine / Opportunistic IV
  
 
122,000
 
  
 
118,866
 
  
 
33,385
 
  
 
32,527
 
European Senior Debt I
  
 
63,000
 
  
 
16,521
 
  
 
56,955
 
  
 
14,936
 
European Senior Debt II
  
 
93,043
 
  
 
69,587
 
  
 
24,378
 
  
 
18,017
 
Stressed / Distressed I
  
 
50,000
 
  
 
4,869
 
  
 
27,666
 
  
 
2,694
 
Stressed / Distressed II
  
 
125,000
 
  
 
51,695
 
  
 
121,050
 
  
 
50,061
 
Stressed / Distressed III
  
 
151,000
 
  
 
113,042
 
  
 
32,012
 
  
 
23,965
 
Energy I
  
 
80,000
 
  
 
38,026
 
  
 
75,595
 
  
 
35,933
 
Energy II
  
 
150,000
 
  
 
129,783
 
  
 
25,571
 
  
 
22,124
 
Credit Alpha Fund
  
 
52,102
 
  
 
19,752
 
  
 
50,690
 
  
 
19,217
 
Credit Alpha Fund II
  
 
25,500
 
  
 
8,257
 
  
 
6,133
 
  
 
1,986
 
BXSL
  
 
80,000
 
  
 
8,000
 
  
 
 
  
 
 
Other (b)
  
 
146,049
 
  
 
50,814
 
  
 
21,539
 
  
 
4,455
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Credit & Insurance
  
 
1,388,477
 
  
 
700,213
 
  
 
616,200
 
  
 
262,966
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Other
                                   
Treasury (c)
  
 
1,262,508
 
  
 
791,192
 
  
 
 
  
 
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
    
$
10,442,140
 
  
$
4,104,815
 
  
$
2,452,628
 
  
$
953,766
 
    
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
(a)
For some of the general partner commitments shown in the table above, we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. The amounts of the aggregate applicable general partner original and remaining commitment are shown in the table above. In addition, certain senior managing directors and other professionals may be required to fund a de minimis amount of the commitment in certain carry funds. We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described above will be more than sufficient to fund our working capital requirements.
(b)
Represents capital commitments to a number of other funds in each respective segment.
(c)
Represents loan origination commitments, revolver commitments and capital market commitments.
 
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As of March 31, 2021, Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), an indirect subsidiary of Blackstone, had issued and outstanding the following senior notes (collectively the “Notes”):
 
                                
    
Aggregate
    
Principal
    
Amount
    
(Dollars/Euros
Senior Notes (a)
  
in Thousands)
4.750%, Due 2/15/2023
  
$
400,000
   
2.000%, Due 5/19/2025
  
300,000
 
1.000%, Due 10/5/2026
  
600,000
 
3.150%, Due 10/2/2027
  
$
300,000
 
1.500%, Due 4/10/2029
  
600,000
 
2.500%, Due 1/10/2030
  
$
500,000
 
1.600%, Due 3/30/2031
  
$
500,000
 
6.250%, Due 8/15/2042
  
$
250,000
 
5.000%, Due 6/15/2044
  
$
500,000
 
4.450%, Due 7/15/2045
  
$
350,000
 
4.000%, Due 10/2/2047
  
$
300,000
 
3.500%, Due 9/10/2049
  
$
400,000
 
2.800%, Due 9/30/2050
  
$
400,000
 
    
 
 
 
    
$
5,659,500
 
    
 
 
 
 
(a)
The Notes are unsecured and unsubordinated obligations of the Issuer and are fully and unconditionally guaranteed, jointly and severally, by The Blackstone Group Inc. and each of the Blackstone Holdings Partnerships. The Notes contain customary covenants and financial restrictions that, among other things, limit the Issuer and the guarantors’ ability, subject to certain exceptions, to 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 Notes also contain customary events of default. All or a portion of the Notes may be redeemed at our 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 Notes are subject to repurchase at the repurchase price as set forth in the Notes.
Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C., has a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with Citibank, N.A., as administrative agent with a maturity date of November 24, 2025. 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.
Share Repurchase Program
On July 16, 2019, our board of directors authorized the repurchase of up to $1.0 billion of common stock and Blackstone Holdings Partnership Units (the “2019 Repurchase Authorization”). On May 6, 2021, Blackstone’s board of directors authorized the repurchase of up to $1.0 billion of common stock and Blackstone Holdings Partnership Units, which authorization replaced the 2019 Repurchase Authorization. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
During the three months ended March 31, 2021, no shares of common stock were repurchased. As of March 31, 2021, the amount remaining available for repurchases under the program was $307.2 million.
 
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Dividends
Our intention is to pay to holders of common stock a quarterly dividend representing approximately 85% of The Blackstone Group Inc.’s share of Distributable Earnings, subject to adjustment by amounts determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter.
For Blackstone’s definition of Distributable Earnings, see “— Key Financial Measures and Indicators.”
All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors, and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such quarterly dividends or even to eliminate such dividends entirely.
Because the publicly traded entity and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements, the amounts ultimately paid as dividends by The Blackstone Group Inc. to common shareholders in respect of each fiscal year are generally expected to be less, on a per share or per unit basis, than the amounts distributed by the Blackstone Holdings Partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships in respect of their Blackstone Holdings Partnership Units. Following the Conversion, we expect to pay more corporate income taxes than we would have as a limited partnership, which will increase this difference between the per share dividend and per unit distribution amounts.
Dividends are treated as qualified dividends to the extent of Blackstone’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of the shareholder’s basis.
The following graph shows fiscal quarterly and annual per common shareholder dividends for 2021 and 2020. Dividends are declared and paid in the quarter subsequent to the quarter in which they are earned.
 
 
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With respect to the first quarter of fiscal year 2021, we paid to shareholders of our common stock a dividend of $0.82 per share. With respect to fiscal year 2020, we paid shareholders aggregate dividends of $2.26 per share.
Leverage
We may under certain circumstances use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our shareholders. In addition to the borrowings from our notes issuances and our revolving credit facility, we may use reverse repurchase agreements, repurchase agreements and securities sold, not yet purchased. All of these positions are held in a separately managed portfolio. Reverse repurchase agreements are entered into primarily to take advantage of opportunistic yields otherwise absent in the overnight markets and also to use the collateral received to cover securities sold, not yet purchased. Repurchase agreements are entered into primarily to opportunistically yield higher spreads on purchased securities. The balances held in these financial instruments fluctuate based on Blackstone’s liquidity needs, market conditions and investment risk profiles.
The following table presents information regarding these financial instruments in our Condensed Consolidated Statements of Financial Condition:
 
                                                 
         
Securities
    
Repurchase
  
Sold, Not
Yet
    
Agreements
  
Purchased
    
(Dollars in Millions)
Balance, March 31, 2021
  
$
58.1
 
  
$
33.2
 
Balance, December 31, 2020
  
$
76.8
 
  
$
51.0
 
Three Months Ended March 31, 2021
     
Average Daily Balance
  
$
65.6
 
  
$
49.7
 
Maximum Daily Balance
  
$
75.5
 
  
$
51.0
 
 
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Contractual Obligations, Commitments and Contingencies
The following table sets forth information relating to our contractual obligations as of March 31, 2021 on a consolidated basis and on a basis deconsolidating the Blackstone Funds:
 
                                                                                              
    
April 1, 2021 to
                  
Contractual Obligations
  
December 31, 2021
 
2022-2023
  
2024-2025
  
Thereafter
  
Total
    
(Dollars in Thousands)
Operating Lease Obligations (a)
  
$
83,511
 
 
$
243,741
 
  
$
207,498
 
  
$
373,536
 
  
$
908,286
 
Purchase Obligations
  
 
51,925
 
 
 
53,254
 
  
 
8,713
 
  
 
 
  
 
113,892
 
Blackstone Issued Notes and Revolving Credit Facility (b)
  
 
 
 
 
400,000
 
  
 
351,900
 
  
 
4,907,600
 
  
 
5,659,500
 
Interest on Blackstone Issued Notes and Revolving Credit Facility (c)
  
 
119,033
 
 
 
324,466
 
  
 
295,966
 
  
 
2,088,041
 
  
 
2,827,506
 
Blackstone Funds Debt Obligations Payable
  
 
100
 
 
 
 
  
 
 
  
 
 
  
 
100
 
Blackstone Funds Capital Commitments to Investee Funds (d)
  
 
102,891
 
 
 
 
  
 
 
  
 
 
  
 
102,891
 
Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (e)
  
 
 
 
 
104,590
 
  
 
98,137
 
  
 
678,636
 
  
 
881,363
 
Unrecognized Tax Benefits, Including Interest and Penalties (f)
  
 
1,076
 
 
 
 
  
 
 
  
 
 
  
 
1,076
 
Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (g)
  
 
4,104,815
 
 
 
 
  
 
 
  
 
 
  
 
4,104,815
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Consolidated Contractual Obligations
  
 
4,463,351
 
 
 
1,126,051
 
  
 
962,214
 
  
 
8,047,813
 
  
 
14,599,429
 
Blackstone Funds Debt Obligations Payable
  
 
(100
 
 
 
  
 
 
  
 
 
  
 
(100
Blackstone Funds Capital Commitments to Investee Funds (d)
  
 
(102,891
 
 
 
  
 
 
  
 
 
  
 
(102,891
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Blackstone Operating Entities Contractual Obligations
  
 $
4,360,360
 
 
 $
1,126,051
 
  
 $
962,214
 
  
 $
8,047,813
 
  
 $
14,496,438
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
(a)
We lease our primary office space and certain office equipment under agreements that expire through 2030. Occupancy lease agreements, in addition to contractual rent payments, generally include additional payments for certain costs incurred by the landlord, such as building expenses, and utilities. To the extent these are fixed or determinable they are included in the table above. The table above includes operating leases that are recognized as Operating Lease Liabilities, short-term leases that are not recorded as Operating Lease Liabilities and leases that have been signed but not yet commenced which are not recorded as Operating Lease Liabilities. The amounts in this table are presented net of contractual sublease commitments.
(b)
Represents the principal amount due on the senior notes we issued. As of March 31, 2021, we had no outstanding borrowings under our revolver.
(c)
Represents interest to be paid over the maturity of our senior notes and borrowings under our revolving credit facility which has been calculated assuming no pre-payments are made and debt is held until its final maturity date. These amounts exclude commitment fees for unutilized borrowings under our revolver.
 
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(d)
These obligations represent commitments of the consolidated Blackstone Funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.
(e)
Represents obligations by Blackstone’s corporate subsidiary to make payments under the Tax Receivable Agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s IPO in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the Condensed Consolidated Financial Statements and shown in Note 16. “Related Party Transactions” (see “Part I. Item 1. Financial Statements”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.
(f)
The total represents gross unrecognized tax benefits of $0.5 million and interest and penalties of $0.6 million. In addition Blackstone is not able to make a reasonably reliable estimate of the timing of payments in individual years in connection with gross unrecognized benefits of $34.8 million and interest of $3.7 million, therefore, such amounts are not included in the above contractual obligations table.
(g)
These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.
Guarantees
Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 17. “Commitments and Contingencies — Contingencies — Guarantees” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Indemnifications
In many of its service contracts, Blackstone agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our Condensed Consolidated Financial Statements as of March 31, 2021.
Clawback Obligations
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.
For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Performance Allocation distributions with respect to such fund’s realized investments.
 
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As of March 31, 2021, the total clawback obligations were $81.4 million, of which $46.8 million was related to Blackstone Holdings and $34.6 million was related to current and former Blackstone personnel. The split of clawback between Blackstone Holdings and current and former personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis.
If, at March 31, 2021, all of the investments held by our carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $4.3 billion, on an after-tax basis where applicable, of which Blackstone Holdings is potentially liable for $3.9 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote. See Note 16. “Related Party Transactions” and Note 17. “Commitments and Contingencies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Critical Accounting Policies
We prepare our Condensed Consolidated Financial Statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our Condensed Consolidated Financial Statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. For a description of our accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Principles of Consolidation
For a description of our accounting policy on consolidation, see Note 2. “Summary of Significant Accounting Policies — Consolidation” and Note 9. “Variable Interest Entities” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing for detailed information on Blackstone’s involvement with VIEs. The following discussion is intended to provide supplemental information about how the application of consolidation principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
The determination that Blackstone holds a controlling financial interest in a Blackstone Fund or investment vehicle significantly changes the presentation of our condensed consolidated financial statements. In our Condensed Consolidated Statements of Financial Position included in this filing, we present 100% of the assets and liabilities of consolidated VIEs along with a non-controlling interest which represents the portion of the consolidated vehicle’s interests held by third parties. However, assets of our consolidated VIEs can only be used to settle obligations of the consolidated VIE and are not available for general use by Blackstone. Further, the liabilities of our consolidated VIEs do not have recourse to the general credit of Blackstone. In the Condensed Consolidated Statements of Operations, we eliminate any management fees, Incentive Fees, or Performance Allocations received or accrued from consolidated VIEs as they are considered intercompany transactions. We recognize 100% of the consolidated VIE’s investment income (loss) and allocate the portion of that income (loss) attributable to third party ownership to non-controlling interests in arriving at Net Income Attributable to The Blackstone Group Inc.
The assessment of whether we consolidate a Blackstone Fund or investment vehicle we manage requires the application of significant judgment. These judgments are applied both at the time we become involved with the VIE and on an ongoing basis and include, but are not limited to:
 
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Determining whether our management fees, Incentive Fees or Performance Allocations represent variable interests – We make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third party investment in the entity and the terms of any other interests we hold in the VIE.
 
   
Determining whether kick-out rights are substantive – We make judgments as to whether the third party investors in a partnership entity have the ability to remove the general partner, the investment manager or its equivalent, or to dissolve (liquidate) the partnership entity, through a simple majority vote. This includes an evaluation of whether barriers to exercise these rights exist.
 
   
Concluding whether Blackstone has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE – As there is no explicit threshold in GAAP to define “potentially significant,” management must apply judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met.
Revenue Recognition
For a description of our accounting policy on revenue recognition, see Note 2. “Summary of Significant Accounting Policies — Revenue Recognition” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.” For additional description of the nature of our revenue arrangements, including how management fees, Incentive Fees, and Performance Allocations are generated, please refer to “Part I. Item 1. Business — Fee Structure/Incentive Arrangements” in our Annual Report on Form 10-K for the year ended December 31, 2020. The following discussion is intended to provide supplemental information about how the application of revenue recognition principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
Management and Advisory Fees, Net
— Blackstone earns base management fees from the investors in its managed funds and investment vehicles, at a fixed percentage of a calculation base, which is typically assets under management, net asset value, total assets, committed capital or invested capital. The range of management fee rates and the calculation base from which they are earned, generally, are as follows:
On private equity, real estate, and certain of our hedge fund solutions and credit-focused funds:
 
   
0.25% to 1.75% of committed capital or invested capital during the investment period,
 
   
0.25% to 1.50% of invested capital, committed capital or investment fair value subsequent to the investment period for private equity and real estate funds, and
 
   
0.75% to 1.50% of invested capital or net asset value subsequent to the investment period for certain of our hedge fund solutions and
credit-focused
funds.
On real estate, credit and MLP-focused funds structured like hedge funds:
 
   
0.24% to 1.50% of net asset value.
On credit and MLP-focused separately managed accounts:
 
   
0.20% to 1.50% of net asset value or total assets.
On real estate separately managed accounts:
 
   
0.65% to 2.00% of invested capital, net operating income or net asset value.
On funds of hedge funds, certain hedge funds and separately managed accounts invested in hedge funds:
 
   
0.25% to 1.50% of net asset value.
 
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On CLO vehicles:
 
   
0.40% to 0.50% of the aggregate par amount of collateral assets, including principal cash.
On credit-focused registered and non-registered investment companies:
 
   
0.25% to 1.25% of total assets or net asset value.
The investment adviser of BXMT receives annual management fees based on 1.50% of BXMT’s net proceeds received from equity offerings and accumulated “distributable earnings” (which is generally equal to its GAAP net income excluding certain non-cash and other items), subject to certain adjustments. The investment adviser of BREIT receives a management fee of 1.25% per annum of net asset value, payable monthly.
Management fee calculations based on committed capital or invested capital are mechanical in nature and therefore do not require the use of significant estimates or judgments. Management fee calculations based on net asset value, total assets, or investment fair value depend on the fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used as well as economic conditions. See “— Fair Value” below for further discussion of the judgment required for determining the fair value of the underlying investments.
Investment Income (Loss)
— Performance Allocations are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. Blackstone has concluded that investments made alongside its limited partners in a partnership which entitle Blackstone to a Performance Allocation represent equity method investments that are not in the scope of the GAAP guidance on accounting for revenues from contracts with customers. Blackstone accounts for these arrangements under the equity method of accounting. Under the equity method, Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period Blackstone calculates the accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. Performance Allocations are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results.
The change in the fair value of the investments held by certain Blackstone Funds is a significant input into the accrued Performance Allocation calculation and accrual for potential repayment of previously received Performance Allocations. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds. See “— Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments.
Fair Value
Blackstone uses fair value throughout the reporting process. For a description of our accounting policies related to valuation, see Note 2. “Summary of Significant Accounting Policies —
COVID-19
and Global Economic Market Conditions,” “Summary of Significant Accounting Policies — Fair Value of Financial Instruments” and “Summary of Significant Accounting Policies — Investments, at Fair Value” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing. The following discussion is intended to provide supplemental information about how the application of fair value principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
The fair value of the investments held by Blackstone Funds is the primary input to the calculation of certain of our management fees, Incentive Fees, Performance Allocations and the related Compensation we recognize. The Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Accounting and Auditing Guide,
Investment Companies
, and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority owned and controlled investments (the “Portfolio Companies”), at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to
 
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determine the fair value of the investments. For investments where little market activity exists management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
Blackstone has also elected the fair value option for certain instruments it owns directly, including loans and receivables and investments in private debt securities, the assets of consolidated CLO vehicles and other proprietary investments. Blackstone is required to measure certain financial instruments at fair value, including debt instruments, equity securities and freestanding derivatives.
Fair Value of Investments or Instruments that are Publicly Traded
Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Publicly Traded
Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is generally the income approach which provides an indication of fair value based on the present value of cash flows that a business, security, or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. Our secondary methodology, generally used to corroborate the results of the income approach, is typically the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions, or assets, and includes making judgments about which companies, transactions, or assets are comparable. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
In certain cases debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.
Management Process on Fair Value
Due to the importance of fair value throughout the condensed consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by Blackstone Funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
 
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For investments valued utilizing the income method, and where Blackstone has information rights, we generally have a direct line of communication with each of the Portfolio Company finance teams and collect financial data used to support projections used in a discounted cash flow analysis. The respective business unit’s valuation team then analyzes the data received and updates the valuation models reflecting any changes in the underlying cash flow projections, weighted-average cost of capital, exit multiple, and any other valuation input relevant economic conditions.
The results of all valuations of investments held by Blackstone Fund and investment vehicles are reviewed and approved by the relevant business unit’s valuation sub-committee, which is comprised of key personnel from the business unit, typically the chief investment officer, chief operating officer, chief financial officer, chief compliance officer (or their respective equivalents where applicable) and other senior managing directors in the business. To further corroborate results, each business unit also generally obtains either a positive assurance opinion or a range of value from an independent valuation party, at least annually for internally prepared valuations for investments that have been held by Blackstone Funds and investment vehicles for greater than a year and quarterly for certain investments. Our firmwide valuation committee, chaired by our Chief Financial Officer and comprised of senior members of our businesses and representatives from corporate functions, including legal and finance, reviews the valuation process for investments held by us and our investment vehicles, including the application of appropriate valuation standards on a consistent basis. Each quarter, the valuation process is also reviewed by the audit committee of our board of directors, which is comprised of our employee directors.
The global outbreak of
COVID-19
required management to make significant judgments about the ultimate adverse impact of
COVID-19
on financial markets and economic conditions, which is uncertain and may change over time. These judgments and estimates were incorporated into the valuation process outlined herein. Management’s policies were unchanged and critical processes were executed in a remote working environment.
Income Tax
For a description of our accounting policy on taxes and additional information on taxes see Note 2. “Summary of Significant Accounting Policies” in “Part II. Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form
10-K
for the year ended December 31, 2020. For additional information on taxes see Note 13. “Income Taxes” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this filing and Note 15. “Income Taxes” in “Part II. Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Our provision for income taxes is composed of current and deferred taxes. Current income taxes approximate taxes to be paid or refunded for the current period. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the applicable enacted tax rates and laws that will be in effect when such differences are expected to reverse. The Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized.
Additionally, significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax balances (including valuation allowance), accrued interest or penalties and uncertain tax positions. In evaluating these judgments, we consider, among other items, projections of taxable income (including the character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that Blackstone uses to manage its business. A portion of the deferred tax assets are not considered to be more likely than not to be realized due to the character of income necessary for recovery. For that portion of the deferred tax assets, a valuation allowance has been recorded.
 
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Revisions in estimates and/or actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any.
Off-Balance Sheet Arrangements
In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. We do not have any off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in our funds.
Further disclosure on our off-balance sheet arrangements is presented in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing as follows:
 
   
Note 9. “Variable Interest Entities,” and
 
   
Note 17. “Commitments and Contingencies — Commitments — Investment Commitments” and “— Contingencies — Guarantees.”
Recent Accounting Developments
Information regarding recent accounting developments and their impact on Blackstone can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Interbank Offered Rates Transition
Certain jurisdictions are currently reforming or phasing out their benchmark interest rates, most notably the London Interbank Offered Rates (“LIBOR”) across multiple currencies. The timing of the anticipated reforms or phase-outs vary by jurisdiction, with most of the reforms or phase-outs currently scheduled to take effect by the end of calendar year 2021 and certain U.S. dollar LIBOR tenors persisting through June 2023. Blackstone is evaluating the impact of such changes on existing transactions and contractual arrangements and managing transition efforts. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — Interest rates on our and our portfolio companies’ outstanding financial instruments might be subject to change based on regulatory developments, which could adversely affect our revenue, expenses and the value of those financial instruments.” in our Annual Report on Form
10-K
for the year ended December 31, 2020.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance revenues and investment income. There were no material changes in our market risks as of March 31, 2021 as compared to December 31, 2020. For additional information, refer to our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 4. Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
 
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Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
No change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II.    Other Information
Item 1.  Legal Proceedings
We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 17. Commitments and Contingencies — Contingencies — Litigation.”
Item 1A.  Risk Factors
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our subsequently filed periodic reports as such factors may be updated from time to time, all of which are accessible on the Securities and Exchange Commission’s website at www.sec.gov.
See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factors entitled “The global outbreak of the novel coronavirus, or
COVID-19,
has caused severe disruptions in the U.S. and global economies and has adversely impacted, and may continue to adversely impact, our performance and results of operations” and “Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” in our Annual Report on Form 10-K for the year ended December 31, 2020.
The risks described in our Annual Report on Form 10-K and in our subsequently filed periodic reports are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
On July 16, 2019, our board of directors authorized the repurchase of up to $1.0 billion of common stock and Blackstone Holdings Partnership Units
(
the “2019 Repurchase Authorization”). On May 6, 2021, Blackstone’s board of directors authorized the repurchase of up to $1.0 billion of common stock and Blackstone Holdings Partnership Units, which authorization replaced the 2019 Repurchase Authorization. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and
 
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market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. During the three months ended March 31, 2021, no shares of common stock were repurchased. As of March 31, 2021, the amount remaining available for repurchases under the program was $307.2 million. See “Part I. Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 14. Earnings Per Share and Stockholders’ Equity – Share Repurchase Program” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Share Repurchase Program” for further information regarding this repurchase program.
As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock and Blackstone Holdings Partnership Units.
Item 3.    Defaults Upon Senior Securities
Not applicable.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
 
On May 6, 2021, David Payne, age 38, was appointed Chief Accounting Officer of the Company, effective May 10, 2021. Christopher Striano, who holds such title prior to the effective date of Mr. Payne’s appointment, has been named Chief Operating Officer for the Company’s global finance function, and continues to serve as a senior managing director of the Company.
Mr. Payne is a Managing Director at the Company and is Head of Corporate Development and Head of Financial Planning & Analysis. He oversees management reporting, financial planning and quarterly earnings preparation and has responsibility for strategic mergers and acquisitions, new business initiatives and special projects in support of the Company and its business units. Previously, Mr. Payne had additional responsibility for Blackstone’s corporate accounting functions and was chief financial officer of Blackstone’s previous advisory and restructuring and reorganization groups. Prior to that, Mr. Payne worked in Blackstone’s private equity group, where he was involved in the evaluation and execution of private equity investments across a range of industries. Before joining Blackstone in 2011, Mr. Payne worked in the North American buyout group at TPG Capital and in the mergers and acquisitions department at Morgan Stanley & Co. Mr. Payne received a BBA in Finance and Accounting from the University of Michigan, where he graduated with high distinction, and an MBA from Harvard Business School.
Like other Blackstone personnel, Mr. Payne invests in and alongside Blackstone’s funds as described in Blackstone’s Annual Report on Form 10-K for the year ended December 31, 2020.
 
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Item 6.    Exhibits
 
Exhibit
Number
  
Exhibit Description
   
3.1    Amended and Restated Certificate of Incorporation of The Blackstone Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020).
   
3.2    Amended and Restated Bylaws of The Blackstone Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020).
   
10.1*    Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings I L.P. party thereto.
   
10.2*    Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings II L.P. party thereto.
   
10.3*    Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P., dated as of May 7, 2021, by and among Blackstone Holdings III GP L.P. and the limited partners of Blackstone Holdings III L.P. party thereto.
   
10.4*    Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P., dated as of May 7, 2021, by and among Blackstone Holdings IV GP L.P. and the limited partners of Blackstone Holdings IV L.P. party thereto.
 
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10.5*    Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings AI L.P. party thereto.
   
10.6*    Amended and Restated Tax Receivable Agreement, dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P. and the limited partners of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. party thereto.
   
10.7*    Fifth Amended and Restated Exchange Agreement, dated as of May 7, 2021, by and among The Blackstone Group Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners party thereto.
   
10.8*    Amended and Restated Registration Rights Agreement, dated as of May 7, 2021.
   
10.9*+    The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan.
   
10.10*+    The Blackstone Group Inc. Ninth Amended and Restated Bonus Deferral Plan.
   
31.1*    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
   
31.2*    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
   
32.1*    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
   
32.2*    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
   
101.INS*    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
   
101.SCH*    Inline XBRL Taxonomy Extension Schema Document.
   
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document.
   
104.    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
*
Filed herewith.
+
Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
 
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Signatures
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 thereunto duly authorized.
Date:     May 7, 2021
 
The Blackstone Group Inc.
 
/s/ Michael S. Chae
Name:   Michael S. Chae
Title:   Chief Financial Officer
    (Principal Financial Officer and
    Authorized Signatory)
 
125

Exhibit 10.1

 

 

FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS I L.P.

Dated as of May 7, 2021

 

 

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS I L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


Table of Contents

 

         Page  

ARTICLE I

  

DEFINITIONS

  

SECTION 1.01.

  Definitions      2  

ARTICLE II

  

FORMATION, TERM, PURPOSE AND POWERS

  

SECTION 2.01.

  Formation      11  

SECTION 2.02.

  Name      11  

SECTION 2.03.

  Term      12  

SECTION 2.04.

  Offices      12  

SECTION 2.05.

  Agent for Service of Process      12  

SECTION 2.06.

  Business Purpose      12  

SECTION 2.07.

  Powers of the Partnership      12  

SECTION 2.08.

  Partners; Admission of New Partners      12  

SECTION 2.09.

  Withdrawal      12  

ARTICLE III

  

MANAGEMENT

  

SECTION 3.01.

  General Partner      12  

SECTION 3.02.

  Compensation      13  

SECTION 3.03.

  Expenses      13  

SECTION 3.04.

  Officers      13  

SECTION 3.05.

  Authority of Partners      14  

SECTION 3.06.

  Action by Written Consent or Ratification      14  

ARTICLE IV

  

DISTRIBUTIONS

  

SECTION 4.01.

  Distributions      14  

SECTION 4.02.

  Liquidation Distribution      15  

SECTION 4.03.

  Limitations on Distribution      15  

SECTION 4.04.

  Other Distributions      15  

SECTION 4.05.

  Administration Fee      16  

ARTICLE V

  

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

  

TAX ALLOCATIONS; TAX MATTERS

  

SECTION 5.01.

  Initial Capital Contributions      16  

SECTION 5.02.

  No Additional Capital Contributions      16  

 

i


SECTION 5.03.

  Capital Accounts      16  

SECTION 5.04.

  Allocations of Profits and Losses      17  

SECTION 5.05.

  Special Allocations      17  

SECTION 5.06.

  Tax Allocations      18  

SECTION 5.07.

  Tax Advances      19  

SECTION 5.08.

  Tax Matters      19  

SECTION 5.09.

  Other Allocation Provisions      19  

ARTICLE VI

  

BOOKS AND RECORDS; REPORTS

  

SECTION 6.01.

  Books and Records      20  

ARTICLE VII

  

PARTNERSHIP UNITS

  

SECTION 7.01.

  Units      20  

SECTION 7.02.

  Register      21  

SECTION 7.03.

  Registered Partners      21  

ARTICLE VIII

  

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

  

SECTION 8.01.

  Vesting of Initial Unvested Units      21  

SECTION 8.02.

  Forfeiture of Units Held by Initial Limited Partners      22  

SECTION 8.03.

  Limited Partner Transfers      23  

SECTION 8.04.

  Minimum Retained Ownership Requirement      24  

SECTION 8.05.

  Mandatory Exchanges      25  

SECTION 8.06.

  Encumbrances      25  

SECTION 8.07.

  Further Restrictions      25  

SECTION 8.08.

  Rights of Assignees      26  

SECTION 8.09.

  Admissions, Withdrawals and Removals      26  

SECTION 8.10.

  Admission of Assignees as Substitute Limited Partners      26  

SECTION 8.11.

  Withdrawal and Removal of Limited Partners      27  

ARTICLE IX

  

DISSOLUTION, LIQUIDATION AND TERMINATION

  

SECTION 9.01.

  No Dissolution      27  

SECTION 9.02.

  Events Causing Dissolution      27  

SECTION 9.03.

  Distribution upon Dissolution      28  

SECTION 9.04.

  Time for Liquidation      28  

SECTION 9.05.

  Termination      28  

SECTION 9.06.

  Claims of the Partners      28  

SECTION 9.07.

  Survival of Certain Provisions      29  

 

ii


ARTICLE X

  

LIABILITY AND INDEMNIFICATION

  

SECTION 10.01.

  Liability of Partners      29  

SECTION 10.02.

  Indemnification      30  

ARTICLE XI

  

MISCELLANEOUS

  

SECTION 11.01.

  Severability      32  

SECTION 11.02.

  Notices      32  

SECTION 11.03.

  Cumulative Remedies      33  

SECTION 11.04.

  Binding Effect      33  

SECTION 11.05.

  Interpretation      33  

SECTION 11.06.

  Counterparts      33  

SECTION 11.07.

  Further Assurances      33  

SECTION 11.08.

  Entire Agreement      33  

SECTION 11.09.

  Governing Law      33  

SECTION 11.10.

  Submission to Jurisdiction; Waiver of Jury Trial      33  

SECTION 11.11.

  Expenses      35  

SECTION 11.12.

  Amendments and Waivers      35  

SECTION 11.13.

  No Third Party Beneficiaries      36  

SECTION 11.14.

  Headings      36  

SECTION 11.15.

  Construction      36  

SECTION 11.16.

  Power of Attorney      36  

SECTION 11.17.

  Letter Agreements; Schedules      37  

SECTION 11.18.

  Partnership Status      37  

 

iii


FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS I L.P.

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Blackstone Holdings I L.P. (the “Partnership”) is made as of the 7th day of May, 2021, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amended from time to time, the “Certificate”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of May 18, 2007 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnership dated as of October 1, 2015 (the “First Amended and Restated Agreement), was further amended and restated by the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of July 1, 2019 (the “Second Amended and Restated Agreement”) and was further amended and restated by the Third Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 10, 2020 (the “Third Amended and Restated Agreement”);

WHEREAS, pursuant to Section 11.12 of the Third Amended and Restated Agreement, the amendments set forth in this Agreement require only the consent of the General Partner and no consent or approval of any Limited Partner is required;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively; and

WHEREAS, the parties to this Agreement now wish to amend and restate the Third Amended and Restated Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Third Amended and Restated Agreement in its entirety to read as follows:


ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

Act” means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted by (i) taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administration Fee” has the meaning set forth in Section 4.05 of this Agreement.

Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

Agreement” has the meaning set forth in the preamble of this Agreement.

Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this agreement.

Assignee” has the meaning set forth in Section 8.08 of this Agreement.

Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations.

 

2


Blackstone Holdings Partnerships” means each of the Partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite and Blackstone Holdings IV L.P., a Québec société en commandite.

Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.

Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Category 1 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner.

Category 2 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner.

Category 3 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner.

 

3


Category 4 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner.

Category 5 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner.

Category 6 Limited Partner” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

Cause” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “Notice of Breach”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

Certificate” has the meaning set forth in the preamble of this Agreement.

 

4


Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

Class A Units” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

Code” means the Internal Revenue Code of 1986, as amended from time to time.

Common Stock” means the common stock, par value $0.00001 per share, of the Issuer.

Contingencies” has the meaning set forth in Section 9.03(b) of this Agreement.

Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistently therewith.

Delaware Arbitration Act” has the meaning set forth in Section 11.10(d) of this Agreement.

Disability” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

 

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Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement.

Employed Limited Partner” means any Limited Partner that is employed by or providing services to the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

ERISA” means The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date hereof, among the Issuer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

First Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Fiscal Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time.

General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement.

Government Official” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City of New York government.

 

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Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

Initial Limited Partner” means each Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Units” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Unvested Units” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Vested Units” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of the Partnership as of the date of the First Amended and Restated Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of this Agreement.

Intangible Assets” means the assets of the Partnership that are described in Section 197(d) of the Code.

Intangible Asset Gain” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

IPO” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., as contemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

Issuer” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

Last Reported Sale Price” of the Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Stock is listed;

 

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(c) if the Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Common Stock on that date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and ask prices for the Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

Limited Partner” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement.

Minimum Retained Ownership Requirement” has the meaning set forth in Section 8.04(a).

Net Taxable Income” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Non-Competition Agreement” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement and Contracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.

Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

Original Agreement” has the meaning set forth in the preamble of this Agreement.

Partners” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

Partnership” has the meaning set forth in the preamble of this Agreement.

 

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Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

Partnership Representative” has the meaning set forth in Section 5.08 of this Agreement.

Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

Personal Planning Vehicle” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership.

Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

 

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Restricted Period,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Restrictive Covenant,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Retirement” (including the term “Retire”) means retirement of an Employed Limited Partner from his or her employment with the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full years of service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of five years of service; provided, however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

Second Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of the Issuer at the applicable time.

Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Tax Advances” has the meaning set forth in Section 5.07 of this Agreement.

Tax Amount” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Distributions” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Matters Partner” has the meaning set forth in Section 5.08 of this Agreement.

Third Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

 

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Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Units” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

Unvested Units” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

Vested Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by such Partner by the number of Vested Units then owned by all Partners.

Vested Units” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

SECTION 2.01. Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 18, 2007 of the Certificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

SECTION 2.02. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Blackstone Holdings I L.P.

 

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SECTION 2.03. Term. The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.

SECTION 2.04. Offices. The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner from time to time may select.

SECTION 2.05. Agent for Service of Process. The Partnership’s registered agent for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time.

SECTION 2.06. Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

SECTION 2.07. Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

SECTION 2.08. Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, as applicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

SECTION 2.09. Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner. (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

 

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(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

SECTION 3.02. Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

SECTION 3.03. Expenses. The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership.

SECTION 3.04. Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same

 

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person. All employees, agents and officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise.

SECTION 3.05. Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

SECTION 3.06. Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the

 

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extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.04 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

SECTION 4.02. Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

SECTION 4.03. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

SECTION 4.04. Other Distributions. Distributions to each Partner pursuant to a Senior Managing Director Agreement or a Founding Member Agreement shall constitute interests in the Partnership for U.S. federal income tax purposes.

 

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SECTION 4.05. Administration Fee. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise, commencing with the distribution in respect of the quarterly period ending June 30, 2020, an amount shall be withheld from each quarterly distribution payable to a Limited Partner other than an Employed Limited Partner that, together with analogous administration fee amounts withheld from distributions payable to such Limited Partner by the other Blackstone Holdings Partnerships in respect of the same quarterly period, equals the Administration Fee (as defined below). The “Administration Fee” shall mean an amount per Class A Unit initially equal to $0.03125, which amount may increase or decrease by such percentage as the General Partner may determine from time to time in its sole discretion. Amounts withheld as an Administration Fee shall be treated as if distributed to the applicable Limited Partner.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

TAX ALLOCATIONS; TAX MATTERS

SECTION 5.01. Initial Capital Contributions. (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests in the Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I/II Limited Partner L.L.C. were cancelled.

SECTION 5.02. No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

SECTION 5.03. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

 

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SECTION 5.04. Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.05. Special Allocations. Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

 

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(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes. Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

SECTION 5.06. Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

 

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SECTION 5.07. Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Partner.

SECTION 5.08. Tax Matters. For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning after December 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

SECTION 5.09. Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

 

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ARTICLE VI

BOOKS AND RECORDS; REPORTS

SECTION 6.01. Books and Records. (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP.

(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and

 

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(viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

SECTION 7.02. Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

SECTION 7.03. Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

SECTION 8.01. Vesting of Initial Unvested Units. (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation of the IPO.

 

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(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an Employed Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units owned by any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and records of the Partnership to reflect such vesting.

SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners. (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided, however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which such Limited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such Limited Partner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Initial Units; provided, however, that Initial Units held by a Personal Planning Vehicle of a Category 1 Limited Partner created prior to the date of the First Amended and Restated Agreement are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

 

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(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such forfeiture.

SECTION 8.03. Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity.

(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.

 

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(e) [Reserved]

(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

SECTION 8.04. Minimum Retained Ownership Requirement. (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and the Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time an Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination of employment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner and by any Personal Planning Vehicle of such Employed Limited Partner (the “Minimum Retained Ownership Requirement”); and provided that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non- Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of all Initial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billion divided by the Last Reported Sale Price per share of Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested

 

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Units received by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(b).

SECTION 8.05. Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

SECTION 8.06. Encumbrances. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

SECTION 8.07. Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

 

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(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

SECTION 8.08. Rights of Assignees. Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

SECTION 8.09. Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the Vested Percentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11 hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

SECTION 8.10. Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

 

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(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

SECTION 8.11. Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.01. No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

SECTION 9.02. Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of

 

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the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

SECTION 9.03. Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

SECTION 9.04. Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

SECTION 9.05. Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act.

SECTION 9.06. Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

 

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SECTION 9.07. Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership.

ARTICLE X

LIABILITY AND INDEMNIFICATION

SECTION 10.01. Liability of Partners.

(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).

(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

 

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SECTION 10.02. Indemnification.

(a) Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or a director or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believe that such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.

(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined by the General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the General Partner in its sole discretion that such person will be able to repay

 

30


such amount if it ultimately shall be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

 

31


This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

(a) If to the Partnership, to:

Blackstone Holdings I L.P.

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

(b) If to any Partner, to:

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

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(c) If to the General Partner, to:

Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

SECTION 11.03. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

SECTION 11.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 11.05. Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

SECTION 11.06. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

SECTION 11.07. Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

SECTION 11.08. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 11.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION 11.10. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

 

33


(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 11.10 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 11.10, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shall not invalidate all of this Section 11.10. In that case, this Section 11.10 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable Law, and, in the event such term or provision cannot be so limited, this Section 11.10 shall be construed to omit such invalid or unenforceable provision.

 

34


SECTION 11.11. Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

SECTION 11.12. Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

 

35


(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

SECTION 11.13. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

SECTION 11.14. Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.15. Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

SECTION 11.16. Power of Attorney. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

 

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SECTION 11.17. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

SECTION 11.18. Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

[Remainder of Page Intentionally Left Blank]

 

37


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

 

GENERAL PARTNER:

 

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:

 

By:

 

The Blackstone Group Inc., its sole member

 

/s/ Tabea Hsi

  Name:   Tabea Hsi
  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P.]


ALL LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner without execution hereof pursuant to Section 11.16 of the Third Amended and Restated Agreement.
By:   Blackstone Holdings I/II GP L.L.C.
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name:   Tabea Hsi
  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P.]

Exhibit 10.2

 

 

FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS II L.P.

Dated as of May 7, 2021

 

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS II L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

 


Table of Contents

 

     Page  
ARTICLE I   
DEFINITIONS   

SECTION 1.01.

 

Definitions

     2  
ARTICLE II   
FORMATION, TERM, PURPOSE AND POWERS   

SECTION 2.01.

 

Formation

     11  

SECTION 2.02.

 

Name

     11  

SECTION 2.03.

 

Term

     12  

SECTION 2.04.

 

Offices

     12  

SECTION 2.05.

 

Agent for Service of Process

     12  

SECTION 2.06.

 

Business Purpose

     12  

SECTION 2.07.

 

Powers of the Partnership

     12  

SECTION 2.08.

 

Partners; Admission of New Partners

     12  

SECTION 2.09.

 

Withdrawal

     12  
ARTICLE III   
MANAGEMENT   

SECTION 3.01.

 

General Partner

     12  

SECTION 3.02.

 

Compensation

     13  

SECTION 3.03.

 

Expenses

     13  

SECTION 3.04.

 

Officers

     13  

SECTION 3.05.

 

Authority of Partners

     14  

SECTION 3.06.

 

Action by Written Consent or Ratification

     14  
ARTICLE IV   
DISTRIBUTIONS   

SECTION 4.01.

 

Distributions

     14  

SECTION 4.02.

 

Liquidation Distribution

     15  

SECTION 4.03.

 

Limitations on Distribution

     15  

SECTION 4.04.

 

Administration Fee

     15  
ARTICLE V   
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;   
TAX ALLOCATIONS; TAX MATTERS   

SECTION 5.01.

 

Initial Capital Contributions

     16  

SECTION 5.02.

 

No Additional Capital Contributions

     16  

SECTION 5.03.

 

Capital Accounts

     16  

 

i


SECTION 5.04.

 

Allocations of Profits and Losses

     16  

SECTION 5.05.

 

Special Allocations

     17  

SECTION 5.06.

 

Tax Allocations

     18  

SECTION 5.07.

 

Tax Advances

     18  

SECTION 5.08.

 

Tax Matters

     19  

SECTION 5.09.

 

Other Allocation Provisions

     19  
ARTICLE VI   
BOOKS AND RECORDS; REPORTS   

SECTION 6.01.

 

Books and Records

     19  
ARTICLE VII   
PARTNERSHIP UNITS   

SECTION 7.01.

 

Units

     20  

SECTION 7.02.

 

Register

     21  

SECTION 7.03.

 

Registered Partners

     21  
ARTICLE VIII   
VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS   

SECTION 8.01.

 

Vesting of Initial Unvested Units

     21  

SECTION 8.02.

 

Forfeiture of Units Held by Initial Limited Partners

     22  

SECTION 8.03.

 

Limited Partner Transfers

     23  

SECTION 8.04.

 

Minimum Retained Ownership Requirement

     24  

SECTION 8.05.

 

Mandatory Exchanges

     25  

SECTION 8.06.

 

Encumbrances

     25  

SECTION 8.07.

 

Further Restrictions

     25  

SECTION 8.08.

 

Rights of Assignees

     26  

SECTION 8.09.

 

Admissions, Withdrawals and Removals

     26  

SECTION 8.10.

 

Admission of Assignees as Substitute Limited Partners

     26  

SECTION 8.11.

 

Withdrawal and Removal of Limited Partners

     27  
ARTICLE IX   
DISSOLUTION, LIQUIDATION AND TERMINATION   

SECTION 9.01.

 

No Dissolution

     27  

SECTION 9.02.

 

Events Causing Dissolution

     27  

SECTION 9.03.

 

Distribution upon Dissolution

     28  

SECTION 9.04.

 

Time for Liquidation

     28  

SECTION 9.05.

 

Termination

     28  

SECTION 9.06.

 

Claims of the Partners

     28  

SECTION 9.07.

 

Survival of Certain Provisions

     29  

 

ii


ARTICLE X   
LIABILITY AND INDEMNIFICATION   

SECTION 10.01.

 

Liability of Partners

     29  

SECTION 10.02.

 

Indemnification

     30  
ARTICLE XI   
MISCELLANEOUS   

SECTION 11.01.

 

Severability

     32  

SECTION 11.02.

 

Notices

     32  

SECTION 11.03.

 

Cumulative Remedies

     33  

SECTION 11.04.

 

Binding Effect

     33  

SECTION 11.05.

 

Interpretation

     33  

SECTION 11.06.

 

Counterparts

     33  

SECTION 11.07.

 

Further Assurances

     33  

SECTION 11.08.

 

Entire Agreement

     33  

SECTION 11.09.

 

Governing Law

     33  

SECTION 11.10.

 

Submission to Jurisdiction; Waiver of Jury Trial

     33  

SECTION 11.11.

 

Expenses

     35  

SECTION 11.12.

 

Amendments and Waivers

     35  

SECTION 11.13.

 

No Third Party Beneficiaries

     36  

SECTION 11.14.

 

Headings

     36  

SECTION 11.15.

 

Construction

     36  

SECTION 11.16.

 

Power of Attorney

     36  

SECTION 11.17.

 

Letter Agreements; Schedules

     37  

SECTION 11.18.

 

Partnership Status

     37  

 

 

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FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS II L.P.

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Blackstone Holdings II L.P. (the “Partnership”) is made as of the 7th day of May, 2021, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amended from time to time, the “Certificate”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of May 18, 2007 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnership dated as of June 18, 2007, as amended by Amendment No. 1 thereto, dated as of November 3, 2009 (as so amended, the “First Amended and Restated Agreement”), was further amended and restated by the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of July 1, 2019 (the “Second Amended and Restated Agreement”) and was further amended and restated by the Third Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 10, 2020 (the “Third Amended and Restated Agreement”);

WHEREAS, pursuant to Section 11.12 of the Third Amended and Restated Agreement, the amendments set forth in this Agreement require only the consent of the General Partner and no consent or approval of any Limited Partner is required;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively; and

WHEREAS, the parties to this Agreement now wish to amend and restate the Third Amended and Restated Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Third Amended and Restated Agreement in its entirety to read as follows:


ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

Act” means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted by (i) taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administration Fee” has the meaning set forth in Section 4.04 of this Agreement.

Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

Agreement” has the meaning set forth in the preamble of this Agreement.

Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Assignee” has the meaning set forth in Section 8.08 of this Agreement.

Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations.

 

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Blackstone Holdings Partnerships” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite and Blackstone Holdings IV L.P., a Québec société en commandite.

Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.

Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Category 1 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner.

Category 2 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner.

Category 3 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner.

 

3


Category 4 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner.

Category 5 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner.

Category 6 Limited Partner” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

Cause” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “Notice of Breach”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

Certificate” has the meaning set forth in the preamble of this Agreement.

 

4


Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

Class A Units” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

Code” means the Internal Revenue Code of 1986, as amended from time to time.

Common Stock” means the common stock, par value $0.00001 per share, of the Issuer.

Contingencies” has the meaning set forth in Section 9.03(b) of this Agreement.

Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistently therewith.

Delaware Arbitration Act” has the meaning set forth in Section 11.10(d) of this Agreement.

Disability” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

 

5


Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement.

Employed Limited Partner” means any Limited Partner that is employed by or providing services to the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

ERISA” means The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date of hereof, among the Issuer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

First Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Fiscal Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time.

General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement.

Government Official” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City of New York government.

 

6


Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

Initial Limited Partner” means each Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Units” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Unvested Units” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Agreement.

Initial Vested Units” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of the Partnership as of the date of the First Amended and Restated Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of this Agreement.

Intangible Assets” means the assets of the Partnership that are described in Section 197(d) of the Code.

Intangible Asset Gain” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

IPO” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., as contemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

Issuer” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

Last Reported Sale Price” of the Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Stock is listed;

 

7


(c) if the Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Common Stock on that date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and ask prices for the Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

Limited Partner” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement.

Minimum Retained Ownership Requirement” has the meaning set forth in Section 8.04(a).

Net Taxable Income” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Non-Competition Agreement” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement and Contracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.

Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

Original Agreement” has the meaning set forth in the preamble of this Agreement.

Partners” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

Partnership” has the meaning set forth in the preamble of this Agreement.

 

8


Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

Partnership Representative” has the meaning set forth in Section 5.08 of this Agreement.

Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

Personal Planning Vehicle” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership.

Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

 

9


Restricted Period,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Restrictive Covenant,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Retirement” (including the term “Retire”) means retirement of an Employed Limited Partner from his or her employment with the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full years of service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of five years of service; provided, however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

Second Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of the Issuer at the applicable time.

Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Tax Advances” has the meaning set forth in Section 5.07 of this Agreement.

Tax Amount” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Distributions” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Matters Partner” has the meaning set forth in Section 5.08 of this Agreement.

Third Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

 

10


Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Units” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

Unvested Units” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

Vested Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by such Partner by the number of Vested Units then owned by all Partners.

Vested Units” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

SECTION 2.01. Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 18, 2007 of the Certificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

SECTION 2.02. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Blackstone Holdings II L.P.

 

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SECTION 2.03. Term. The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.

SECTION 2.04. Offices. The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner from time to time may select.

SECTION 2.05. Agent for Service of Process. The Partnership’s registered agent for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time.

SECTION 2.06. Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

SECTION 2.07. Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

SECTION 2.08. Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, as applicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

SECTION 2.09. Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner. (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

 

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(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

SECTION 3.02. Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

SECTION 3.03. Expenses. The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership.

SECTION 3.04. Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same

 

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person. All employees, agents and officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise.

SECTION 3.05. Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

SECTION 3.06. Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the

 

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extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities. The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

SECTION 4.02. Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

SECTION 4.03. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

SECTION 4.04. Administration Fee. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise, commencing with the distribution in respect of the quarterly period ending June 30, 2020, an amount shall be withheld from each quarterly distribution payable to a Limited Partner other than an Employed Limited Partner that, together with analogous administration fee amounts withheld from distributions payable to such Limited Partner by the other Blackstone Holdings Partnerships in respect of the same quarterly period, equals the Administration Fee (as defined below). The “Administration Fee” shall mean an amount per Class A Unit initially equal to $0.03125, which amount may increase or decrease by such percentage as the General Partner may determine from time to time in its sole discretion. Amounts withheld as an Administration Fee shall be treated as if distributed to the applicable Limited Partner.

 

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ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

TAX ALLOCATIONS; TAX MATTERS

SECTION 5.01. Initial Capital Contributions. (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests in the Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I/II Limited Partner L.L.C. were cancelled.

SECTION 5.02. No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

SECTION 5.03. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

SECTION 5.04. Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to

 

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each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.05. Special Allocations. Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

 

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(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes. Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

SECTION 5.06. Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.07. Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without

 

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limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Partner.

SECTION 5.08. Tax Matters. For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning after December 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

SECTION 5.09. Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

ARTICLE VI

BOOKS AND RECORDS; REPORTS

SECTION 6.01. Books and Records. (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP.

 

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(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

 

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SECTION 7.02. Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

SECTION 7.03. Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

SECTION 8.01. Vesting of Initial Unvested Units. (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation of the IPO.

(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an Employed Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

 

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(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units owned by any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and records of the Partnership to reflect such vesting.

SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners. (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided, however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which such Limited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such Limited Partner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Initial Units; provided, however, that Initial Units held by a Personal Planning Vehicle of a Category 1 Limited Partner created prior to the date of the First Amended and Restated Agreement are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such forfeiture.

 

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SECTION 8.03. Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity.

(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.

(e) [Reserved]

 

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(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

SECTION 8.04. Minimum Retained Ownership Requirement. (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and the Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time an Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination of employment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner and by any Personal Planning Vehicle of such Employed Limited Partner (the “Minimum Retained Ownership Requirement”); and provided that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non- Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of all Initial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billion divided by the Last Reported Sale Price per share of Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(b).

 

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SECTION 8.05. Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

SECTION 8.06. Encumbrances. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

SECTION 8.07. Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

 

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SECTION 8.08. Rights of Assignees. Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

SECTION 8.09. Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the Vested Percentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11 hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

SECTION 8.10. Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

 

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SECTION 8.11. Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.01. No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

SECTION 9.02. Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

 

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SECTION 9.03. Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

SECTION 9.04. Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

SECTION 9.05. Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act.

SECTION 9.06. Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

 

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SECTION 9.07. Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership.

ARTICLE X

LIABILITY AND INDEMNIFICATION

SECTION 10.01. Liability of Partners.

(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).

(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

 

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SECTION 10.02. Indemnification.

(a) Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or a director or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believe that such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.

(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined by the General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the General Partner in its sole discretion that such person will be able to repay

 

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such amount if it ultimately shall be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

 

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This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

(a) If to the Partnership, to:

Blackstone Holdings II L.P.

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

(b) If to any Partner, to:

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

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(c) If to the General Partner, to:

Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

SECTION 11.03. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

SECTION 11.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 11.05. Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

SECTION 11.06. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

SECTION 11.07. Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

SECTION 11.08. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 11.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION 11.10. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

 

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(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 11.10 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 11.10, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shall not invalidate all of this Section 11.10. In that case, this Section 11.10 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable Law, and, in the event such term or provision cannot be so limited, this Section 11.10 shall be construed to omit such invalid or unenforceable provision.

 

34


SECTION 11.11. Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

SECTION 11.12. Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

 

35


(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

SECTION 11.13. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

SECTION 11.14. Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.15. Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

SECTION 11.16. Power of Attorney. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

 

36


SECTION 11.17. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

SECTION 11.18. Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

[Remainder of Page Intentionally Left Blank]

 

37


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

 

GENERAL PARTNER:

 

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:

 

The Blackstone Group Inc., its sole member

By:

 

/s/ Tabea Hsi

 

Name:

 

Tabea Hsi

  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P.]


ALL LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner without execution hereof pursuant to Section 11.16 of the Third Amended and Restated Agreement.

By:

  Blackstone Holdings I/II GP L.L.C.

By:

 

The Blackstone Group Inc., its sole member

By:

 

/s/ Tabea Hsi

 

Name:

 

Tabea Hsi

  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P.]

Exhibit 10.3

FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS III L.P.

Dated as of May 7, 2021

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS III L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

 


Table of Contents

 

         Page  
ARTICLE I       
DEFINITIONS       

Section 1.01.

  Definitions      2  
ARTICLE II       
FORMATION, TERM, PURPOSE AND POWERS       

Section 2.01.

  Formation      11  

Section 2.02.

  Name      11  

Section 2.03.

  Term      11  

Section 2.04.

  Offices      12  

Section 2.05.

  Agent for Service of Process      12  

Section 2.06.

  Business Purpose      12  

Section 2.07.

  Powers of the Partnership      12  

Section 2.08.

  Partners; Admission of New Partners      12  

Section 2.09.

  Withdrawal      12  
ARTICLE III       
MANAGEMENT       

Section 3.01.

  General Partner      12  

Section 3.02.

  Compensation      13  

Section 3.03.

  Expenses      13  

Section 3.04.

  Officers      13  

Section 3.05.

  Authority of Partners      14  

Section 3.06.

  Action by Written Consent or Ratification      14  
ARTICLE IV       
DISTRIBUTIONS       

Section 4.01.

  Distributions      14  

Section 4.02.

  Liquidation Distribution      15  

Section 4.03.

  Limitations on Distribution      15  

Section 4.04.

  Administration Fee      15  
ARTICLE V       
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;       
TAX ALLOCATIONS; TAX MATTERS       

Section 5.01.

  Initial Capital Contributions      16  

Section 5.02.

  No Additional Capital Contributions      16  

Section 5.03.

  Capital Accounts      16  

 

i


Section 5.04.

  Allocations of Profits and Losses      16  

Section 5.05.

  Special Allocations      17  

Section 5.06.

  Tax Allocations      18  

Section 5.07.

  Tax Advances      18  

Section 5.08.

  Tax Matters      19  

Section 5.09.

  Other Allocation Provisions      19  
ARTICLE VI   
BOOKS AND RECORDS; REPORTS   

Section 6.01.

  Books and Records      19  
ARTICLE VII   
PARTNERSHIP UNITS   

Section 7.01.

  Units      20  

Section 7.02.

  Register      21  

Section 7.03.

  Registered Partners      21  
ARTICLE VIII   
VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS   

Section 8.01.

  Vesting of Initial Unvested Units      21  

Section 8.02.

  Forfeiture of Units Held by Initial Limited Partners      22  

Section 8.03.

  Limited Partner Transfers      23  

Section 8.04.

  Minimum Retained Ownership Requirement      24  

Section 8.05.

  Mandatory Exchanges      25  

Section 8.06.

  Encumbrances      25  

Section 8.07.

  Further Restrictions      25  

Section 8.08.

  Rights of Assignees      26  

Section 8.09.

  Admissions, Withdrawals and Removals      26  

Section 8.10.

  Admission of Assignees as Substitute Limited Partners      26  

Section 8.11.

  Withdrawal and Removal of Limited Partners      27  
ARTICLE IX   
DISSOLUTION, LIQUIDATION AND TERMINATION   

Section 9.01.

  No Dissolution      27  

Section 9.02.

  Events Causing Dissolution      27  

Section 9.03.

  Distribution upon Dissolution      28  

Section 9.04.

  Time for Liquidation      28  

Section 9.05.

  Termination      28  

Section 9.06.

  Claims of the Partners      28  

Section 9.07.

  Survival of Certain Provisions      29  

 

ii


ARTICLE X   
LIABILITY AND INDEMNIFICATION   

Section 10.01.

  Liability of Partners      29  

Section 10.02.

  Indemnification      30  
ARTICLE XI   
MISCELLANEOUS   

Section 11.01.

  Severability      32  

Section 11.02.

  Notices      32  

Section 11.03.

  Cumulative Remedies      33  

Section 11.04.

  Binding Effect      33  

Section 11.05.

  Interpretation      33  

Section 11.06.

  Counterparts      33  

Section 11.07.

  Further Assurances      33  

Section 11.08.

  Entire Agreement      33  

Section 11.09.

  Governing Law      33  

Section 11.10.

  Submission to Jurisdiction; Waiver of Jury Trial      33  

Section 11.11.

  Expenses      34  

Section 11.12.

  Amendments and Waivers      34  

Section 11.13.

  No Third Party Beneficiaries      35  

Section 11.14.

  Headings      36  

Section 11.15.

  Construction      36  

Section 11.16.

  Power of Attorney      36  

Section 11.17.

  Letter Agreements; Schedules      36  

Section 11.18.

  Partnership Status      36  

 

 

iii


FIFTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS III L.P.

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Blackstone Holdings III L.P. (the “Partnership”) is made as of the 7th day of October, 2021, by and among Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the execution of the Limited Partnership Agreement of the Partnership dated as of June 13, 2007 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnership dated as of June 18, 2007 (the “First Amended and Restated Limited Partnership Agreement”), was further amended and restated by the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 1, 2009, as amended by Amendment No. 1 thereto, dated as of November 3, 2009 (as so amended, the “Second Amended and Restated Limited Partnership Agreement”), was further amended and restated by the Third Amended and Restated Limited Partnership Agreement of the Partnership dated as of July 1, 2019 (the “Third Amended and Restated Limited Partnership Agreement”) and was further amended and restated by the Fourth Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 10, 2020 (the “Fourth Amended and Restated Limited Partnership Agreement”);

WHEREAS, pursuant to Section 11.12 of the Fourth Amended and Restated Limited Partnership Agreement, the amendments set forth in this Agreement require only the consent of the General Partner and no consent or approval of any Limited Partner is required;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively; and

WHEREAS, the parties to this Agreement now wish to amend and restate the Fourth Amended and Restated Limited Partnership Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Fourth Amended and Restated Limited Partnership Agreement in its entirety to read as follows:

 

1


ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

Act” means, the Civil Code and An Act respecting legal publicity of sole proprietorships, partnerships and legal persons (Québec), as they may be amended from time to time, and the laws of Québec applicable to partnerships.

Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administration Fee” has the meaning set forth in Section 4.04 of this Agreement.

Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

Agreement” has the meaning set forth in the preamble of this Agreement.

Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Assignee” has the meaning set forth in Section 8.08 of this Agreement.

Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

 

2


Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations.

Blackstone Holdings Partnerships” means each of the Partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, and Blackstone Holdings IV L.P., a Québec société en commandite.

Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.

Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Category 1 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner.

Category 2 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner.

Category 3 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner.

 

3


Category 4 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner.

Category 5 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner.

Category 6 Limited Partner” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

Cause” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “Notice of Breach”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

 

4


Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

Civil Code” means the Civil Code of Québec, RSQ ch. C-1991, as it may be amended from time to time.

Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

Class A Units” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

Code” means the Internal Revenue Code of 1986, as amended from time to time.

Common Stock” means the common stock, par value $0.00001 per share, of the Issuer.

Contingencies” has the meaning set forth in Section 9.03(b) of this Agreement.

Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistently therewith.

Declaration” means the declaration of registration of the Partnership filed with the Registraire des entreprises (Québec) pursuant to the Act, as amended from time to time.

Disability” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

 

5


Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement.

Employed Limited Partner” means any Limited Partner that is employed by or providing services to the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

ERISA” means The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date hereof, among the Issuer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

First Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

Fiscal Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

Fourth Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time.

General Partner” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement.

Government Official” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City of New York government.

 

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Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

Initial Limited Partner” means each Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Units” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Unvested Units” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Vested Units” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of the Partnership as of the date of the First Amended and Restated Limited Partnership Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of this Agreement.

Intangible Assets” means the assets of the Partnership that are described in Section 197(d) of the Code.

Intangible Asset Gain” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

IPO” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., as contemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

Issuer” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

Last Reported Sale Price” of the Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Stock is listed;

 

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(c) if the Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Common Stock on that date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and ask prices for the Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

Limited Partner” means a special partner, as defined in the Act and, more specifically, each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement.

Minimum Retained Ownership Requirement” has the meaning set forth in Section 8.04(a).

Net Taxable Income” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Non-Competition Agreement” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement and Contracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Limited Partnership Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.

Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

Original Agreement” has the meaning set forth in the preamble of this Agreement.

Partners” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

Partnership” has the meaning set forth in the preamble of this Agreement.

 

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Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

Partnership Representative” has the meaning set forth in Section 5.08 of this Agreement.

Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

Personal Planning Vehicle” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership.

Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

 

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Restricted Period,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Restrictive Covenant,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Retirement” (including the term “Retire”) means retirement of an Employed Limited Partner from his or her employment with the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full years of service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of five years of service; provided, however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of the Issuer at the applicable time.

Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Tax Advances” has the meaning set forth in Section 5.07 of this Agreement.

Tax Amount” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Distributions” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Matters Partner” has the meaning set forth in Section 5.08 of this Agreement.

Third Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

 

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Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Units” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

Unvested Units” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

Vested Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by such Partner by the number of Vested Units then owned by all Partners.

Vested Units” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the execution of the Original Agreement. A Declaration was filed with the Registraire des entreprises (Québec) as of June 13, 2007, in accordance with the provisions of the Act. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the Province of Québec, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Placements Blackstone III s.e.c. and, in its English version, Blackstone Holdings III L.P.

Section 2.03. Term. The term of the Partnership commenced on the date of the Original Agreement, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until dissolution of the Partnership in the manner required by the Act.

 

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Section 2.04. Offices. The Partnership may have offices at such places either within or outside the Province of Québec as the General Partner from time to time may select. As of the date hereof, the principal place of business and office of the Partnership is located at 345 Park Avenue, New York, New York 10154. The Québec domicile of the Partnership shall be located at 1 Place Ville Marie, 37th Floor, Montréal, Québec, Canada H3B 3P4.

Section 2.05. Agent for Service of Process. The Partnership’s registered agent for service of process in the Province of Québec shall be as set forth in the Declaration, or such other person as the General Partner shall designate in its sole discretion from time to time.

Section 2.06. Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

Section 2.07. Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08. Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, as applicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

Section 3.01. General Partner. (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

 

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(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

Section 3.02. Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses. The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership.

Section 3.04. Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise.

 

 

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Section 3.05. Authority of Partners. Other than exercising a Limited Partner’s rights and powers as a Limited Partner, as contemplated in the Act, no Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.06. Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions. (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

 

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(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities. The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02. Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Article 2242 of the Civil Code or any other applicable provision of the Act or other applicable Law.

Section 4.04. Administration Fee. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise, commencing with the distribution in respect of the quarterly period ending June 30, 2020, an amount shall be withheld from each quarterly distribution payable to a Limited Partner other than an Employed Limited Partner that, together with analogous administration fee amounts withheld from distributions payable to such

 

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Limited Partner by the other Blackstone Holdings Partnerships in respect of the same quarterly period, equals the Administration Fee (as defined below). The “Administration Fee” shall mean an amount per Class A Unit initially equal to $0.03125, which amount may increase or decrease by such percentage as the General Partner may determine from time to time in its sole discretion. Amounts withheld as an Administration Fee shall be treated as if distributed to the applicable Limited Partner.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions. (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the Second Amended and Restated Limited Partnership Agreement, the interests in the Partnership as provided in the Second Amended and Restated Limited Partnership Agreement and under the Act held by Blackstone Holdings III GP Limited Partner L.L.C. were cancelled.

Section 5.02. No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

Section 5.04. Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to

 

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their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05. Special Allocations. Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

 

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(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes. Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

Section 5.06. Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.07. Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without

 

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limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters. For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning after December 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

Section 5.09. Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

ARTICLE VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records. (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP.

 

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(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i) a copy of the Declaration and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Declaration and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

 

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Section 7.02. Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Such register shall be kept at its registered office and the General Partner shall make changes to the register of the Partnership to reflect any change in relation thereto, such register remaining the definite record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Vesting of Initial Unvested Units. (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation of the IPO.

(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an Employed Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

 

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(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units owned by any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and records of the Partnership to reflect such vesting.

Section 8.02. Forfeiture of Units Held by Initial Limited Partners. (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided, however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which such Limited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such Limited Partner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Initial Units; provided, however, that Initial Units held by a Personal Planning Vehicle of a Category 1 Limited Partner created prior to the date of the First Amended and Restated Limited Partnership Agreement are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

 

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(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such forfeiture.

Section 8.03. Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity.

(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.

 

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(e) [Reserved]

(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Section 8.04. Minimum Retained Ownership Requirement. (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and the Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time an Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination of employment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner and by any Personal Planning Vehicle of such Employed Limited Partner (the “Minimum Retained Ownership Requirement”); and provided that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of all Initial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billion divided by the Last Reported Sale Price per share of Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(b).

 

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Section 8.05. Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

Section 8.06. Encumbrances. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.07. Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

 

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Section 8.08. Rights of Assignees. Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

Section 8.09. Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the Vested Percentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11 hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.10. Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

 

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(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.11. Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) the rendering of a judicial judgment ordering the dissolution of the Partnership under the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of

 

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the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Section 9.03. Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

Section 9.04. Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX and the relevant declaration has been filed under the Act.

Section 9.06. Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

 

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Section 9.07. Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership.

ARTICLE X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners.

(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).

(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

 

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Section 10.02. Indemnification.

(a) Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or a director or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believe that such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.

(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined by the General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the General Partner in its sole discretion that such person will be able to repay

 

30


such amount if it ultimately shall be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of the First Amended and Restated Limited Partnership Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

 

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This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

 

  (a)

If to the Partnership, to:

Blackstone Holdings III L.P.

c/o Blackstone Holdings III GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

  (b)

If to any Partner, to:

c/o Blackstone Holdings III GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

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  (c)

If to the General Partner, to:

Blackstone Holdings III GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

Section 11.03. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 11.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05. Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 11.06. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

Section 11.07. Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 11.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the Province of Québec.

Section 11.10. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

 

33


(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 11.10 and such parties agree not to plead or claim the same.

Section 11.11. Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.12. Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited

 

34


Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

Section 11.13. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

 

35


Section 11.14. Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15. Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 11.16. Power of Attorney. Each Limited Partner, by its execution hereof, hereby makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

Section 11.17. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 11.18. Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

 

36


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

 

GENERAL PARTNER:
BLACKSTONE HOLDINGS III GP L.P.
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

Name:   Tabea Hsi
Title:   Senior Managing Director – Assistant
  Secretary

[Signature Page to Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P.]


ALL LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner without execution hereof pursuant to Section 11.16 of the Fourth Amended and Restated Limited Partnership Agreement.
By:   BLACKSTONE HOLDINGS III GP L.P.
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

Name:   Tabea Hsi
Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P.]

Exhibit 10.4

FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS IV L.P.

Dated as of May 7, 2021

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS IV L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


Table of Contents

 

         Page  
ARTICLE I

 

DEFINITIONS

 

Section 1.01.

  Definitions      2  
ARTICLE II

 

FORMATION, TERM, PURPOSE AND POWERS

 

Section 2.01.

  Formation      11  

Section 2.02.

  Name      11  

Section 2.03.

  Term      11  

Section 2.04.

  Offices      12  

Section 2.05.

  Agent for Service of Process      12  

Section 2.06.

  Business Purpose      12  

Section 2.07.

  Powers of the Partnership      12  

Section 2.08.

  Partners; Admission of New Partners      12  

Section 2.09.

  Withdrawal      12  
ARTICLE III

 

MANAGEMENT

 

Section 3.01.

  General Partner      12  

Section 3.02.

  Compensation      13  

Section 3.03.

  Expenses      13  

Section 3.04.

  Officers      13  

Section 3.05.

  Authority of Partners      14  

Section 3.06.

  Action by Written Consent or Ratification      14  
ARTICLE IV

 

DISTRIBUTIONS

 

Section 4.01.

  Distributions      14  

Section 4.02.

  Liquidation Distribution      15  

Section 4.03.

  Limitations on Distribution      15  

Section 4.04.

  Administration Fee      16  
ARTICLE V

 

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

 

TAX ALLOCATIONS; TAX MATTERS

 

Section 5.01.

  Initial Capital Contributions      16  

Section 5.02.

  No Additional Capital Contributions      16  

Section 5.03.

  Capital Accounts      16  

 

i


Section 5.04.

  Allocations of Profits and Losses      17  

Section 5.05.

  Special Allocations      17  

Section 5.06.

  Tax Allocations      18  

Section 5.07.

  Tax Advances      18  

Section 5.08.

  Tax Matters      19  

Section 5.09.

  Other Allocation Provisions      19  
ARTICLE VI

 

BOOKS AND RECORDS; REPORTS

 

Section 6.01.

  Books and Records      20  
ARTICLE VII

 

PARTNERSHIP UNITS

 

Section 7.01.

  Units      20  

Section 7.02.

  Register      21  

Section 7.03.

  Registered Partners      21  
ARTICLE VIII

 

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

 

Section 8.01.

  Vesting of Initial Unvested Units      21  

Section 8.02.

  Forfeiture of Units Held by Initial Limited Partners      22  

Section 8.03.

  Limited Partner Transfers      23  

Section 8.04.

  Minimum Retained Ownership Requirement      24  

Section 8.05.

  Mandatory Exchanges      25  

Section 8.06.

  Encumbrances      25  

Section 8.07.

  Further Restrictions      25  

Section 8.08.

  Rights of Assignees      26  

Section 8.09.

  Admissions, Withdrawals and Removals      26  

Section 8.10.

  Admission of Assignees as Substitute Limited Partners      26  

Section 8.11.

  Withdrawal and Removal of Limited Partners      27  
ARTICLE IX

 

DISSOLUTION, LIQUIDATION AND TERMINATION

 

Section 9.01.

  No Dissolution      27  

Section 9.02.

  Events Causing Dissolution      27  

Section 9.03.

  Distribution upon Dissolution      28  

Section 9.04.

  Time for Liquidation      28  

Section 9.05.

  Termination      28  

Section 9.06.

  Claims of the Partners      29  

Section 9.07.

  Survival of Certain Provisions      29  

 

ii


ARTICLE X

 

LIABILITY AND INDEMNIFICATION

 

Section 10.01.

  Liability of Partners      29  

Section 10.02.

  Indemnification      30  
ARTICLE XI

 

MISCELLANEOUS

 

Section 11.01.

  Severability      32  

Section 11.02.

  Notices      32  

Section 11.03.

  Cumulative Remedies      33  

Section 11.04.

  Binding Effect      33  

Section 11.05.

  Interpretation      33  

Section 11.06.

  Counterparts      33  

Section 11.07.

  Further Assurances      33  

Section 11.08.

  Entire Agreement      33  

Section 11.09.

  Governing Law      33  

Section 11.10.

  Submission to Jurisdiction; Waiver of Jury Trial      34  

Section 11.11.

  Expenses      34  

Section 11.12.

  Amendments and Waivers      35  

Section 11.13.

  No Third Party Beneficiaries      36  

Section 11.14.

  Headings      36  

Section 11.15.

  Construction      36  

Section 11.16.

  Power of Attorney      36  

Section 11.17.

  Letter Agreements; Schedules      37  

Section 11.18.

  Partnership Status      37  

 

 

iii


FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS IV L.P.

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Blackstone Holdings IV L.P. (the “Partnership”) is made as of the 7th day of May, 2021, by and among Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the execution of the Limited Partnership Agreement of the Partnership dated as of June 13, 2007 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnership dated as of June 18, 2007 (the “First Amended and Restated Limited Partnership Agreement”), was further amended and restated by the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 1, 2009, as amended by Amendment No. 1 thereto, dated as of November 3, 2009 (as so amended, the “Second Amended and Restated Limited Partnership Agreement”), was further amended and restated by the Third Amended and Restated Limited Partnership Agreement of the Partnership dated as of July 1, 2019 (the “Third Amended and Restated Limited Partnership Agreement”) and was further amended and restated by the Fourth Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 10, 2020 (the “Fourth Amended and Restated Limited Partnership Agreement”);

WHEREAS, pursuant to Section 11.12 of the Fourth Amended and Restated Limited Partnership Agreement, the amendments set forth in this Agreement require only the consent of the General Partner and no consent or approval of any Limited Partner is required;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively; and

WHEREAS, the parties to this Agreement now wish to amend and restate the Fourth Amended and Restated Limited Partnership Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Fourth Amended and Restated Limited Partnership Agreement in its entirety to read as follows:

 

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

Act” means, the Civil Code and An Act respecting legal publicity of sole proprietorships, partnerships and legal persons (Québec), as they may be amended from time to time, and the laws of Québec applicable to partnerships.

Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administration Fee” has the meaning set forth in Section 4.04 of this Agreement.

Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

Agreement” has the meaning set forth in the preamble of this Agreement.

Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Assignee” has the meaning set forth in Section 8.08 of this Agreement.

Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

 

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Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations.

Blackstone Holdings Partnerships” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, and Blackstone Holdings III L.P., a Québec société en commandite.

Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.

Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Category 1 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner.

Category 2 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner.

Category 3 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner.

 

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Category 4 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner.

Category 5 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner.

Category 6 Limited Partner” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

Cause” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “Notice of Breach”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

 

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Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

Civil Code” means the Civil Code of Québec, RSQ ch. C-1991, as it may be amended from time to time.

Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

Class A Units” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

Code” means the Internal Revenue Code of 1986, as amended from time to time.

Common Stock” means the common stock, par value $0.00001 per share, of the Issuer.

Contingencies” has the meaning set forth in Section 9.03(b) of this Agreement.

Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistently therewith.

Declaration” means the declaration of registration of the Partnership filed with the Registraire des entreprises (Québec) pursuant to the Act, as amended from time to time.

Disability” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

 

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Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement.

Employed Limited Partner” means any Limited Partner that is employed by or providing services to the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

ERISA” means The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date hereof, among the Issuer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

First Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

Fiscal Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

Fourth Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time.

General Partner” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement.

Government Official” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City of New York government.

 

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Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

Initial Limited Partner” means each Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Units” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Unvested Units” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

Initial Vested Units” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of the Partnership as of the date of the First Amended and Restated Limited Partnership Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of this Agreement.

Intangible Assets” means the assets of the Partnership that are described in Section 197(d) of the Code.

Intangible Asset Gain” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

IPO” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., as contemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

Issuer” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

Last Reported Sale Price” of the Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Stock is listed;

 

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(c) if the Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Common Stock on that date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and ask prices for the Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

Limited Partner” means a special partner, as defined in the Act and, more specifically, each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement.

Minimum Retained Ownership Requirement” has the meaning set forth in Section 8.04(a).

Net Taxable Income” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Non-Competition Agreement” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement and Contracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Limited Partnership Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.

Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

Original Agreement” has the meaning set forth in the preamble of this Agreement.

Partners” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

Partnership” has the meaning set forth in the preamble of this Agreement.

 

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Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

Partnership Representative” has the meaning set forth in Section 5.08 of this Agreement.

Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

Personal Planning Vehicle” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership.

Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

 

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Restricted Period,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Restrictive Covenant,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Retirement” (including the term “Retire”) means retirement of an Employed Limited Partner from his or her employment with the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full years of service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of five years of service; provided, however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of the Issuer at the applicable time.

Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Tax Advances” has the meaning set forth in Section 5.07 of this Agreement.

Tax Amount” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Distributions” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Matters Partner” has the meaning set forth in Section 5.08 of this Agreement.

Third Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble hereto.

Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

 

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Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Units” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

Unvested Units” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

Vested Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by such Partner by the number of Vested Units then owned by all Partners.

Vested Units” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the execution of the Original Agreement. A Declaration was filed with the Registraire des entreprises (Québec) as of June 13, 2007, in accordance with the provisions of the Act. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the Province of Québec, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Placements Blackstone IV s.e.c. and, in its English version, Blackstone Holdings IV L.P.

Section 2.03. Term. The term of the Partnership commenced on the date of the Original Agreement, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until dissolution of the Partnership in the manner required by the Act.

 

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Section 2.04. Offices. The Partnership may have offices at such places either within or outside the Province of Québec as the General Partner from time to time may select. As of the date hereof, the principal place of business and office of the Partnership is located at 345 Park Avenue, New York, New York 10154. The Québec domicile of the Partnership shall be located at 1 Place Ville Marie, 37th Floor, Montréal, Québec, Canada H3B 3P4.

Section 2.05. Agent for Service of Process. The Partnership’s registered agent for service of process in the Province of Québec shall be as set forth in the Declaration, or such other person as the General Partner shall designate in its sole discretion from time to time.

Section 2.06. Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

Section 2.07. Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08. Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, as applicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

Section 3.01. General Partner. (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

 

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(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

Section 3.02. Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses. The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership.

Section 3.04. Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain

 

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to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise.

Section 3.05. Authority of Partners. Other than exercising a Limited Partner’s rights and powers as a Limited Partner, as contemplated in the Act, no Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.06. Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions. (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

 

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(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities. The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02. Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Article 2242 of the Civil Code or any other applicable provision of the Act or other applicable Law.

 

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Section 4.04. Administration Fee. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise, commencing with the distribution in respect of the quarterly period ending June 30, 2020, an amount shall be withheld from each quarterly distribution payable to a Limited Partner other than an Employed Limited Partner that, together with analogous administration fee amounts withheld from distributions payable to such Limited Partner by the other Blackstone Holdings Partnerships in respect of the same quarterly period, equals the Administration Fee (as defined below). The “Administration Fee” shall mean an amount per Class A Unit initially equal to $0.03125, which amount may increase or decrease by such percentage as the General Partner may determine from time to time in its sole discretion. Amounts withheld as an Administration Fee shall be treated as if distributed to the applicable Limited Partner.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions. (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the Second Amended and Restated Limited Partnership Agreement, the interests in the Partnership as provided in the Second Amended and Restated Limited Partnership Agreement and under the Act held by Blackstone Holdings IV GP Limited Partner L.L.C. were cancelled.

Section 5.02. No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

 

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Section 5.04. Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05. Special Allocations. Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

 

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(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes. Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

Section 5.06. Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.07. Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all

 

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purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters. For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning after December 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

Section 5.09. Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

 

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ARTICLE VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records. (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP.

(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i) a copy of the Declaration and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Declaration and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total

 

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Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02. Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Such register shall be kept at its registered office and the General Partner shall make changes to the register of the Partnership to reflect any change in relation thereto, such register remaining the definite record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Vesting of Initial Unvested Units. (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation of the IPO.

 

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(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an Employed Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units owned by any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and records of the Partnership to reflect such vesting.

Section 8.02. Forfeiture of Units Held by Initial Limited Partners. (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided, however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

 

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(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which such Limited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such Limited Partner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Initial Units; provided, however, that Initial Units held by a Personal Planning Vehicle of a Category 1 Limited Partner created prior to the date of the First Amended and Restated Limited Partnership Agreement are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such forfeiture.

Section 8.03. Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity.

(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may

 

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exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.

(e) [Reserved]

(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Section 8.04. Minimum Retained Ownership Requirement. (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and the Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time an Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination of employment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner and by any Personal Planning Vehicle of such Employed Limited Partner (the “Minimum Retained Ownership Requirement”); and provided that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of all Initial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billion divided by

 

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the Last Reported Sale Price per share of Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(b).

Section 8.05. Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

Section 8.06. Encumbrances. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.07. Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

 

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(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

Section 8.08. Rights of Assignees. Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

Section 8.09. Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the Vested Percentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11 hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.10. Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

 

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(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.11. Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) the rendering of a judicial judgment ordering the dissolution of the Partnership under the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

 

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(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Section 9.03. Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

Section 9.04. Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX and the relevant declaration has been filed under the Act.

 

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Section 9.06. Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

Section 9.07. Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership.

ARTICLE X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners.

(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).

(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

 

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(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02. Indemnification.

(a) Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or a director or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believe that such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.

 

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(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined by the General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the General Partner in its sole discretion that such person will be able to repay such amount if it ultimately shall be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of the First Amended and Restated Limited Partnership Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

 

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For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

 

  (a)

If to the Partnership, to:

Blackstone Holdings IV L.P.

c/o Blackstone Holdings IV GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

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  (b)

If to any Partner, to:

c/o Blackstone Holdings IV GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

  (c)

If to the General Partner, to:

Blackstone Holdings IV GP L.P.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

Section 11.03. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 11.04. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05. Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 11.06. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

Section 11.07. Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 11.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the Province of Québec.

 

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Section 11.10. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 11.10 and such parties agree not to plead or claim the same.

Section 11.11. Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

 

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Section 11.12. Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

 

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

 

35


(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

Section 11.13. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

Section 11.14. Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15. Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 11.16. Power of Attorney. Each Limited Partner, by its execution hereof, hereby makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

 

36


Section 11.17. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 11.18. Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

[Remainder of Page Intentionally Left Blank]

 

37


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

 

GENERAL PARTNER:
BLACKSTONE HOLDINGS IV GP L.P.
By:   Blackstone Holdings IV GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
  Title:   Senior Managing Director –
              Assistant Secretary

[Signature Page to Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P.]


ALL LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner without execution hereof pursuant to Section 11.16 of the Fourth Amended and Restated Limited Partnership Agreement.
By:   BLACKSTONE HOLDINGS IV GP L.P.
By:   Blackstone Holdings IV GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
  Title:   Senior Managing Director –
              Assistant Secretary

[Signature Page to Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P.]

Exhibit 10.5

FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS AI L.P.

Dated as of May 7, 2021

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS AI L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

 


Table of Contents

 

     Page  
ARTICLE I       
DEFINITIONS       

Section 1.01

 

Definitions

     2  
ARTICLE II       
FORMATION, TERM, PURPOSE AND POWERS       

Section 2.01

 

Formation

     11  

Section 2.02

 

Name

     12  

Section 2.03

 

Term

     12  

Section 2.04

 

Offices

     12  

Section 2.05

 

Agent for Service of Process

     12  

Section 2.06

 

Business Purpose

     12  

Section 2.07

 

Powers of the Partnership

     12  

Section 2.08

 

Partners; Admission of New Partners

     12  

Section 2.09

 

Withdrawal

     12  
ARTICLE III       
MANAGEMENT       

Section 3.01

 

General Partner

     13  

Section 3.02

 

Compensation

     13  

Section 3.03

 

Expenses

     13  

Section 3.04

 

Officers

     14  

Section 3.05

 

Authority of Partners

     14  

Section 3.06

 

Action by Written Consent or Ratification

     14  
ARTICLE IV       
DISTRIBUTIONS       

Section 4.01

 

Distributions

     15  

Section 4.02

 

Liquidation Distribution

     16  

Section 4.03

 

Limitations on Distribution

     16  

Section 4.04

 

Administration Fee

     16  
ARTICLE V       
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS       

Section 5.01

 

Initial Capital Contributions

     16  

 

i


Section 5.02

 

No Additional Capital Contributions

     16  

Section 5.03

 

Capital Accounts

     16  

Section 5.04

 

Allocations of Profits and Losses

     17  

Section 5.05

 

Special Allocations

     17  

Section 5.06

 

Tax Allocations

     18  

Section 5.07

 

Tax Advances

     19  

Section 5.08

 

Tax Matters

     19  

Section 5.09

 

Other Allocation Provisions

     20  
ARTICLE VI  
BOOKS AND RECORDS; REPORTS       

Section 6.01

  Books and Records      20  
ARTICLE VII       
PARTNERSHIP UNITS       

Section 7.01

  Units      20  

Section 7.02

 

Register

     21  

Section 7.03

 

Registered Partners

     21  
ARTICLE VIII       
VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS       

Section 8.01

  Vesting of Initial Unvested Units      21  

Section 8.02

 

Forfeiture of Units Held by Initial Limited Partners

     22  

Section 8.03

 

Limited Partner Transfers

     23  

Section 8.04

 

Minimum Retained Ownership Requirement

     24  

Section 8.05

 

Mandatory Exchanges

     25  

Section 8.06

 

Encumbrances

     25  

Section 8.07

 

Further Restrictions

     25  

Section 8.08

 

Rights of Assignees

     26  

Section 8.09

 

Admissions, Withdrawals and Removals

     26  

Section 8.10

 

Admission of Assignees as Substitute Limited Partners

     26  

Section 8.11

 

Withdrawal and Removal of Limited Partners

     27  
ARTICLE IX       
DISSOLUTION, LIQUIDATION AND TERMINATION       

Section 9.01

  No Dissolution      27  

Section 9.02

 

Events Causing Dissolution

     27  

Section 9.03

 

Distribution upon Dissolution

     28  

Section 9.04

 

Time for Liquidation

     28  

Section 9.05

 

Termination

     28  

Section 9.06

 

Claims of the Partners

     29  

Section 9.07

 

Survival of Certain Provisions

     29  

 

ii


ARTICLE X       
LIABILITY AND INDEMNIFICATION       

Section 10.01

 

Liability of Partners

     29  

Section 10.02

 

Indemnification

     30  
ARTICLE XI       
MISCELLANEOUS       

Section 11.01

 

Severability

     32  

Section 11.02

 

Notices

     32  

Section 11.03

 

Cumulative Remedies

     33  

Section 11.04

 

Binding Effect

     33  

Section 11.05

 

Interpretation

     33  

Section 11.06

 

Counterparts

     33  

Section 11.07

 

Further Assurances

     33  

Section 11.08

 

Entire Agreement

     33  

Section 11.09

 

Governing Law

     33  

Section 11.10

 

Submission to Jurisdiction; Waiver of Jury Trial

     33  

Section 11.11

 

Expenses

     35  

Section 11.12

 

Amendments and Waivers

     35  

Section 11.13

 

No Third Party Beneficiaries

     36  

Section 11.14

 

Headings

     36  

Section 11.15

 

Construction

     36  

Section 11.16

 

Power of Attorney

     36  

Section 11.17

 

Letter Agreements; Schedules

     37  

Section 11.18

 

Partnership Status

     37  

 

 

iii


FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS AI L.P.

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Blackstone Holdings AI L.P. (the “Partnership”) is made as of the 7th day of May, 2021, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amended from time to time, the “Certificate”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of September 17, 2015 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnership dated as of October 1, 2015 (the “First Amended and Restated Agreement), was further amended and restated by the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of July 1, 2019 (the “Second Amended and Restated Agreement”) and was further amended and restated by the Third Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 10, 2020 (the “Third Amended and Restated Agreement”);

WHEREAS, pursuant to Section 11.12 of the Third Amended and Restated Agreement, the amendments set forth in this Agreement require only the consent of the General Partner and no consent or approval of any Limited Partner is required;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively; and

WHEREAS, the parties to this Agreement now wish to amend and restate the Third Amended and Restated Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Third Amended and Restated Agreement in its entirety to read as follows:


ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

Act” means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administration Fee” has the meaning set forth in Section 4.04 of this Agreement.

Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

Agreement” has the meaning set forth in the preamble of this Agreement.

Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Assignee” has the meaning set forth in Section 8.08 of this Agreement.

Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

 

2


Available Cash” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations.

Blackstone Holdings I Limited Partnership Agreement” means the Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of May 7, 2021, as amended from time to time.

Blackstone Holdings Partnerships” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite, and Blackstone Holdings IV L.P., a Québec société en commandite.

Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.

Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Category 1 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner.

Category 2 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner.

 

3


Category 3 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner.

Category 4 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner.

Category 5 Limited Partner” means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner.

Category 6 Limited Partner” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

Cause” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “Notice of Breach”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo con tendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

 

4


Certificate” has the meaning set forth in the preamble of this Agreement.

Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

Class A Units” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

Code” means the Internal Revenue Code of 1986, as amended from time to time.

Common Stock” means the common stock, par value $0.00001 per share, of the Issuer.

Contingencies” has the meaning set forth in Section 9.03(b) of this Agreement.

Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Credit Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith.

Delaware Arbitration Act” has the meaning set forth in Section 11.10(d) of this Agreement.

Disability” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

 

5


Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement.

Employed Limited Partner” means any Limited Partner that is employed by or providing services to the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

ERISA” means The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date hereof, among the Issuer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

First Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Fiscal Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time.

General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement.

Government Official” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City of New York government.

 

6


Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

Initial Limited Partner” means each Limited Partner as of the date of the First Amended and Restated Agreement that is an “Initial Limited Partner” as defined in the Blackstone Holdings I Limited Partnership Agreement.

Initial Units” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units acquired by such Initial Limited Partner as of the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Units” as defined in the Blackstone Holdings I Limited Partnership Agreement.

Initial Unvested Units” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units acquired by such Initial Limited Partner as of the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Unvested Units” as defined in the Blackstone Holdings I Limited Partnership Agreement.

Initial Vested Units” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units acquired by such Initial Limited Partner as of the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Vested Units” as defined in the Blackstone Holdings I Limited Partnership Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of this Agreement.

Intangible Assets” means the assets of the Partnership that are described in Section 197(d) of the Code.

Intangible Asset Gain” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

IPO” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., as contemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

Issuer” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

Last Reported Sale Price” of the Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Stock is listed;

 

7


(c) if the Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Common Stock on that date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and ask prices for the Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

Limited Partner” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement.

Minimum Retained Ownership Requirement” has the meaning set forth in Section 8.04(a).

Net Taxable Income” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Non-Competition Agreement” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement and Contracting Employees Non-Competition and Non-Solicitation Agreement dated on or about June 18, 2007 by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.

Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

Original Agreement” has the meaning set forth in the preamble of this Agreement.

Partners” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

 

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Partnership” has the meaning set forth in the preamble of this Agreement.

Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.7042-(d).

Partnership Representative” has the meaning set forth in Section 5.08 of this Agreement.

Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a) (2)) determined in accordance with Treasury Regulations Section 1.7042(i)(3).

Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

Personal Planning Vehicle” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership.

Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

 

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Restricted Period,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Restrictive Covenant,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such Limited Partner’s Non-Competition Agreement.

Retirement” (including the term “Retire”) means retirement of an Employed Limited Partner from his or her employment with the Series II Preferred Stockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full years of service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of five years of service; provided, however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

Second Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of the Issuer at the applicable time.

Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Tax Advances” has the meaning set forth in Section 5.07 of this Agreement.

Tax Amount” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Distributions” has the meaning set forth in Section 4.01(b)(i) of this Agreement.

Tax Matters Partner” has the meaning set forth in Section 5.08 of this Agreement.

Third Amended and Restated Agreement” has the meaning set forth in the preamble hereto.

 

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Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Units” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

Unvested Units” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

Vested Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by such Partner by the number of Vested Units then owned by all Partners.

Vested Units” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01 Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the filing on September 17, 2015 of the Certificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

 

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Section 2.02 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Blackstone Holdings AI L.P.

Section 2.03 Term. The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.

Section 2.04 Offices. The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner from time to time may select.

Section 2.05 Agent for Service of Process. The Partnership’s registered agent for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time.

Section 2.06 Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

Section 2.07 Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08 Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, as applicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09 Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.09.

 

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ARTICLE III

MANAGEMENT

Section 3.01 General Partner. (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

Section 3.02 Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03 Expenses. The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership.

 

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Section 3.04 Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise.

Section 3.05 Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.06 Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

 

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ARTICLE IV

DISTRIBUTIONS

Section 4.01 Distributions. (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities. The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

 

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Section 4.02 Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03 Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

Section 4.04 Administration Fee. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise, commencing with the distribution in respect of the quarterly period ending June 30, 2020, an amount shall be withheld from each quarterly distribution payable to a Limited Partner other than an Employed Limited Partner that, together with analogous administration fee amounts withheld from distributions payable to such Limited Partner by the other Blackstone Holdings Partnerships in respect of the same quarterly period, equals the Administration Fee (as defined below). The “Administration Fee” shall mean an amount per Class A Unit initially equal to $0.03125, which amount may increase or decrease by such percentage as the General Partner may determine from time to time in its sole discretion. Amounts withheld as an Administration Fee shall be treated as if distributed to the applicable Limited Partner.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

Section 5.01 Initial Capital Contributions. (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests in the Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I L.P. were cancelled.

Section 5.02 No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

Section 5.03 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to

 

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such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

Section 5.04 Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05 Special Allocations. Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2 (i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

 

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(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05 (c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes. Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b) (4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

(h) Section 751 Allocations. Any gain or loss from items described in Section 751(c) or (d) that were previously held by Blackstone Holdings I L.P. will be allocated in a manner that is consistent with Blackstone Holdings I L.P.’s partners’ shares of such gain or loss immediately before the distribution of the Partnership by Blackstone Holdings I L.P.

Section 5.06 Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

 

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Section 5.07 Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08 Tax Matters. For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning after December 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

 

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Section 5.09 Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

ARTICLE VI

BOOKS AND RECORDS; REPORTS

Section 6.01 Books and Records. (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP.

(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

ARTICLE VII

PARTNERSHIP UNITS

Section 7.01 Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the

 

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right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02 Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03 Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01 Vesting of Initial Unvested Units. (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third, fourth and fifth anniversary dates of the consummation of the IPO; and

 

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(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation of the IPO.

(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an Employed Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units owned by any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be Vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and records of the Partnership to reflect such vesting.

Section 8.02 Forfeiture of Units Held by Initial Limited Partners. (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided, however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

 

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(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which such Limited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such Limited Partner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such Initial Units; provided, however, that Initial Units held by a Personal Planning Vehicle of a Category 1 Limited Partner created prior to June 18, 2007 are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such forfeiture.

Section 8.03 Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity.

(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an

 

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Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.

(e) [Reserved]

(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Section 8.04 Minimum Retained Ownership Requirement. (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and the Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time an Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination of employment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner and by any Personal Planning Vehicle of such Employed Limited Partner (the “Minimum Retained Ownership Requirement”); and provided that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to June 18, 2007 identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(a).

 

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(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of all Initial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billion divided by the Last Reported Sale Price per share of Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to June 18, 2007 identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in this Section 8.04(b).

Section 8.05 Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

Section 8.06 Encumbrances. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.07 Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

 

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(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

Section 8.08 Rights of Assignees. Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

Section 8.09 Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the Vested Percentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11 hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.10 Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

 

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(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.11 Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01 No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02 Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

 

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(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Section 9.03 Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

Section 9.04 Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05 Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act.

 

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Section 9.06 Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

Section 9.07 Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership.

ARTICLE X

LIABILITY AND INDEMNIFICATION

Section 10.01 Liability of Partners. (a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).

(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

 

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(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02 Indemnification.

(a) Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or a director or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believe that such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.

 

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(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined by the General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the General Partner in its sole discretion that such person will be able to repay such amount if it ultimately shall be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

 

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For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

Section 11.01 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

(a) If to the Partnership, to:

Blackstone Holdings AI L.P.

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

(b) If to any Partner, to:

c/o Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

 

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(c) If to the General Partner, to:

Blackstone Holdings I/II GP L.L.C.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax: (212) 583-5749

Electronic Mail: john.finley@blackstone.com

Section 11.03 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 11.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 11.06 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

Section 11.07 Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 11.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

Section 11.10 Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this

 

33


arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 11.10 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 11.10, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shall not invalidate all of this Section 11.10. In that case, this Section 11.10 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable Law, and, in the event such term or provision cannot be so limited, this Section 11.10 shall be construed to omit such invalid or unenforceable provision.

 

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Section 11.11 Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.12 Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3 (1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

 

35


(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

Section 11.13 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

Section 11.14 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15 Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 11.16 Power of Attorney. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

 

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Section 11.17 Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 11.18 Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

 

GENERAL PARTNER:

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:

 

The Blackstone Group Inc., its sole member

By:

 

/s/ Tabea Hsi

 

Name:

 

Tabea Hsi

  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P.]


ALL LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner without execution hereof pursuant to Section 11.16 of the Third Amended and Restated Agreement.

By:

  Blackstone Holdings I/II GP L.L.C.

By:

 

The Blackstone Group Inc., its sole member

By:

 

/s/ Tabea Hsi

 

Name:

 

Tabea Hsi

  Title:   Senior Managing Director – Assistant Secretary

[Signature Page to Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P.]

Exhibit 10.6

AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT

dated as of

May 7, 2021


TABLE OF CONTENTS

 

Page

 

ARTICLE I DEFINITIONS

     2  

Section 1.01.

  Definitions      2  

ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT

     7  

Section 2.01.

  Basis Adjustment      7  

Section 2.02.

  Exchange Basis Schedule      8  

Section 2.03.

  Tax Benefit Schedule      8  

Section 2.04.

  Procedures, Amendments      8  

ARTICLE III TAX BENEFIT PAYMENTS

     9  

Section 3.01.

  Payments      9  

Section 3.02.

  No Duplicative Payments      10  

Section 3.03.

  Pro Rata Payments      10  

ARTICLE IV TERMINATION

     10  

Section 4.01.

  Early Termination and Breach of Agreement      10  

Section 4.02.

  Early Termination Notice      11  

Section 4.03.

  Payment upon Early Termination      11  

ARTICLE V SUBORDINATION AND LATE PAYMENTS

     12  

Section 5.01.

  Subordination      12  

Section 5.02.

  Late Payments by the Corporate Taxpayer      12  

ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION

     12  

Section 6.01.

  Limited Partner Group Member Participation in the Corporate Taxpayer’s and Partnerships’ Tax Matters      12  

Section 6.02.

  Consistency      12  

Section 6.03.

  Cooperation      13  

ARTICLE VII MISCELLANEOUS

     13  

Section 7.01.

  Notices      13  

Section 7.02.

  Counterparts      13  

Section 7.03.

  Entire Agreement; No Third Party Beneficiaries      14  

Section 7.04.

  Governing Law      14  

Section 7.05.

  Severability      14  

Section 7.06.

  Successors; Assignment; Amendments; Waivers      14  

Section 7.07.

  Titles and Subtitles      15  

 

i


Section 7.08.

  Resolution of Disputes      15  

Section 7.09.

  Reconciliation      16  

Section 7.10.

  Withholding      17  

Section 7.11.

  Affiliated Corporations of Other Blackstone Holdings General Partners; Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets      17  

Section 7.12.

  Confidentiality      19  

Section 7.13.

  Partnership Agreement      20  

Section 7.14.

  Partnerships      20  

Section 7.15.

  Headings      20  

 

ii


This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 7, 2021, is hereby entered into by and among Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company (the “Corporate Taxpayer”), Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings I”), Blackstone Holdings II L.P., a Delaware limited partnership (“Blackstone Holdings II”), Blackstone Holdings AI L.P. (“Blackstone Holdings AI”) (together with all other Persons (as defined herein) in which the Corporate Taxpayer acquires a partnership interest, member interest or similar interest after the date hereof and who executes and delivers a joinder contemplated in Section 7.11, the “Partnerships”), and each of the undersigned parties hereto identified as “Limited Partners” (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties heretofore executed and delivered a Tax Receivable Agreement, dated as of June 18, 2007 (the “Original Agreement”);

WHEREAS, the Parties heretofore executed an delivered an amendment to the Original Agreement as of July 1, 2019 in connection with an internal reorganization involving the conversion of The Blackstone Group L.P. into a Delaware corporation (such conversion and the related internal reorganization transactions and conversions, collectively, the “Conversion Transactions”);

WHEREAS, the Limited Partners hold interests as partners or members of entities (the “Prior Entities”) and sold such interests to the Corporate Taxpayer (the “Initial Sale”) as described in the Form S-1 Registration Statement of The Blackstone Group L.P.;

WHEREAS, the Limited Partners hold limited partner interests (“Partnership Units”) in each of the Partnerships, each of which is treated as a partnership for U.S. Federal income tax purposes;

WHEREAS, the Corporate Taxpayer is the general partner of each of the Partnerships;

WHEREAS, the Partnership Units, together with limited partner interests in the other Blackstone Holdings Partnerships (as defined below), were previously exchangeable with the Corporate Taxpayer and the Parent (as defined below), and are currently exchangeable with the Partnerships, for Common Stock in the Parent, subject to the provisions of the Exchange Agreement (in each case, as defined below);

WHEREAS, the Prior Entities, the Partnerships, and each of their direct and indirect subsidiaries, will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for the Taxable Year in which the Initial Sale occurs and for each Taxable Year in which an exchange of Partnership Units for Common Stock occurs, which elections are intended generally to result in an adjustment to the tax basis of the assets owned by the Partnerships (solely with respect to the Corporate Taxpayer) at the time of an exchange of Partnership Units for Common Stock or any other acquisition of Partnership Units for cash or other consideration, including the Initial Sale (collectively, an “Exchange”) (such time, the “Exchange Date”) (such assets and any asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset, the “Original Assets”) by reason of such Exchange and the receipt of payments under this Agreement;

 

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WHEREAS, the income, gain, loss, expense and other Tax items of (i) the Partnerships solely with respect to the Corporate Taxpayer may be affected by the Basis Adjustment (defined below) and (ii) the Corporate Taxpayer may be affected by the Imputed Interest (as defined below);

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment and Imputed Interest on the actual liability for Taxes of the Corporate Taxpayer;

WHEREAS, effective February 26, 2021, Parent effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively, and in connection therewith the Parties now desire to enter into this Agreement to amend and restate the Original Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

Agreed Rate” means LIBOR plus 100 basis points.

Agreement” is defined in the preamble of this Agreement.

Amended Schedule” is defined in Section 2.04(b) of this Agreement.

Basis Adjustment” means the adjustment to the tax basis of an Original Asset under Section 732 of the Code (in situations where, as a result of one or more Exchanges, a Partnership becomes an entity that is disregarded as separate from its owner for tax purposes), Section 1012 of the Code, or Sections 743(b) and 754 of the Code (in situations where, following an Exchange, a Partnership remains in existence as an entity for tax purposes) and, in each case, comparable sections of state, local and foreign tax laws (as calculated under Section 2.01 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Partnership Units shall be determined without regard to any Pre- Exchange Transfer of such Partnership Units and as if any such Pre-Exchange Transfer had not occurred.

 

2


Blackstone Holdings General Partners” means, collectively, the Corporate Taxpayer, Blackstone Holdings III GP L.P., a Delaware limited partnership, and Blackstone Holdings IV GP L.P., a Québec société en commandite.

Blackstone Holdings Partnerships” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III L.P., a Québec société en commandite (“Blackstone Holdings III”), and Blackstone Holdings IV L.P., a Québec société en commandite (“Blackstone Holdings IV”).

Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

Change of Control” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder.

Code” is defined in the Recitals of this Agreement.

Common Stock” means shares of common stock, par value $0.00001 per share, of Parent.

Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Conversion Transactions” is defined in the Recitals of this Agreement.

Corporate Taxpayer” is defined in the preamble of this Agreement.

Corporate Taxpayer Return” means the federal Tax Return and/or state and/or local and/or foreign Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

Default Rate” means LIBOR plus 500 basis points.

Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, local and foreign tax law, as applicable, or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

Early Termination Notice” is defined in Section 4.02 of this Agreement.

 

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Early Termination Schedule” is defined in Section 4.02 of this Agreement.

Early Termination Payment” is defined in Section 4.03(b) of this Agreement.

Early Termination Rate” means the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

Exchange” is defined in the Recitals of this Agreement.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement, dated as of or about the date hereof, among Parent, the Corporate Taxpayer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplemented or restated from time to time.

Exchange Basis Schedule” is defined in Section 2.02 of this Agreement.

Exchange Date” is defined in the Recitals of this Agreement.

Exchange Payment” is defined in Section 5.01 of this Agreement.

Excluded Assets” is defined in Section 7.11(c) of this Agreement.

Expert” is defined in Section 7.09 of this Agreement.

Initial Sale” is defined in the Recitals of this Agreement.

Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state, local and foreign tax law with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

LIBOR” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

Limited Partner” means the parties hereto other than the Corporate Taxpayer and each other individual who from time to time executes a joinder agreement.

Limited Partner Group Member” has the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Blackstone Group Management L.L.C., a Delaware limited liability company, as it may be amended, supplemented or restated from time to time.

Market Value” shall mean the closing price of the Common Stock on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which such Common Stock are then traded or listed, as reported by the Wall Street Journal; provided that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then

 

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the Market Value shall mean the closing price of the Common Stock on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Common Stock are then traded or listed, as reported by the Wall Street Journal; provided further, that if the Common Stock are not then listed on a National Securities Exchange or Interdealer Quotation System, “Market Value” shall mean the cash consideration paid for Common Stock, or the fair market value of the other property delivered for Common Stock, as determined by the Board of Directors of Parent in good faith.

Material Objection Notice” has the meaning set forth in Section 4.02 of this Agreement.

Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustment had been made.

Non-Stepped Up Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of i) the Corporate Taxpayer or ii) any Partnership in which the Corporate Taxpayer owns an interest but only with respect to Taxes imposed on such Partnership and allocable to the Corporate Taxpayer, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but using the Non-Stepped Up Tax Basis instead of the tax basis of the Original Assets and excluding any deduction attributable to the Imputed Interest.

Objection Notice” has the meaning set forth in Section 2.04(a) of this Agreement.

Original Assets” is defined in the Recitals of this Agreement.

Parent” means The Blackstone Group Inc., and any successor thereto.

Partnerships” is defined in the Recitals of this Agreement.

Partnership Agreement” means, with respect to a Partnership, the Amended and Restated Limited Partnership Agreement of such Partnership.

Partnership Units” is defined in the Recitals of this Agreement.

Payment Date” means any date on which a payment is required to be made pursuant to this Agreement.

Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

Pre-Exchange Transfer” means any transfer (including upon the death of a Limited Partner) of one or more Partnership Units (i) that occurs prior to an Exchange of such Partnership Units, and (ii) to which Section 743(b) of the Code applies.

Prior Entities” is defined in the Recitals of this Agreement.

 

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Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Non-Stepped Up Tax Liability over the actual liability for Taxes of i) the Corporate Taxpayer or ii) any Partnership in which the Corporate Taxpayer owns an interest but only with respect to Taxes imposed on such Partnership and allocable to Corporate Taxpayer for such Taxable Year, in each case using the “with or without” methodology. If all or a portion of the actual tax liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the actual liability for Taxes of i) the Corporate Taxpayer or ii) any Partnership in which the Corporate Taxpayer owns an interest but only with respect to Taxes imposed on such Partnership and allocable to the Corporate Taxpayer over the Non-Stepped Up Tax Liability for such Taxable Year, in each case using the “with or without” methodology. If all or a portion of the actual tax liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

Reconciliation Dispute” has the meaning set forth in Section 7.09 of this Agreement.

Reconciliation Procedures” shall mean those procedures set forth in Section 7.09 of this Agreement.

Schedule” means any Exchange Basis Schedule, Tax Benefit Schedule and the Early Termination Schedule.

Series II Preferred Stockholder” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assign that owns the Series II Preferred Stock, par value $0.00001 per share, of Parent at the applicable time.

Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

Tax Benefit Schedule” is defined in Section 2.03 of this Agreement.

Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section of state, local or foreign tax law, as applicable, (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made) ending on or after the Exchange Date in which there is a Basis Adjustment due to an Exchange.

 

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Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges measured with respect to net income or profits and any interest related to such Tax.

Taxing Authority” shall mean any domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the basis Adjustment and the Imputed Interest during such Taxable Year, (2) the federal income tax rates and state, local and foreign income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers or carryback generated by the Basis Adjustment or the Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by the Corporate Taxpayer on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers or carrybacks, (4) any non-amortizable assets are deemed to be disposed of (A) with respect to private equity fund related assets, pro-rata over the number of years remaining under the original fund agreement until expected liquidation (without extensions) of the applicable fund (or, if such expected liquidation date has passed, on the Early Termination Date) and (B) with respect to all other assets, on the fifteenth anniversary of the earlier of the Basis Adjustment and the Early Termination Date and (5) if an Early Termination is effected prior to an Exchange of Partnership Units, clause (i) of Section 2.01 shall be read to include the Market Value of the Common Stock and cash that would be transferred if the Exchange occurred on the Early Termination Date.

ARTICLE II

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.01. Basis Adjustment. The Corporate Taxpayer and the Partnerships, on the one hand, and the applicable Limited Partner, on the other hand, acknowledge that, as a result of an Exchange, the Corporate Taxpayer’s basis in the applicable Original Assets shall be increased by the excess, if any, of (i) the sum of (x) the Market Value of the Common Stock, cash or other consideration transferred to the applicable Limited Partner pursuant to the Exchange as payment for the exchanged Partnership Units, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange plus (z) the amount of debt allocated to the Partnership Units acquired pursuant to such Exchange over (ii) the Corporate Taxpayer’s share of the basis of the Original Assets immediately after the Exchange attributable to the Partnership Units exchanged, determined as if (x) each Partnership remains in existence as an entity for tax purposes, and (y) no Partnership made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

 

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Section 2.02. Exchange Basis Schedule. Within 90 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected, the Corporate Taxpayer shall deliver to the applicable Limited Partner a schedule (the “Exchange Basis Schedule”) that shows for purposes of Taxes, (i) the actual unadjusted tax basis of the Original Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Original Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Original Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).

Section 2.03. Tax Benefit Schedule. Within 90 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to the applicable Limited Partner a schedule showing the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Schedule will become final as provided in Section 2.04(a) and may be amended as provided in Section 2.04(b) (subject to the procedures set forth in Section 2.04(b)).

Section 2.04. Procedures, Amendments.

(a) Procedure. Every time the Corporate Taxpayer delivers to the applicable Limited Partner an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.04(b), but excluding any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to the applicable Limited Partner schedules and work papers providing reasonable detail regarding the preparation of the Schedule and (y) allow the applicable Limited Partner reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer in connection with a review of such Schedule. The applicable Schedule shall become final and binding on all parties unless the applicable Limited Partner Group Member, within 30 calendar days after receiving an Exchange Basis Schedule or amendment thereto or 30 calendar days after receiving a Tax Benefit Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith; provided, for the sake of clarity, only Limited Partner Group Members shall have the right to object to any Schedule or Amended Schedule pursuant to this Section 2.04. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days of receipt by the Corporate Taxpayer of an Objection Notice, if with respect to an Exchange Basis Schedule, or 30 calendar days of receipt by the Corporate Taxpayer of an Objection Notice, if with respect to a Tax Benefit Schedule, after such Schedule was delivered to the applicable Limited Partner, the Corporate Taxpayer and the applicable Limited Partner shall employ the reconciliation procedures as described in Section 7.09 of this Agreement (the “Reconciliation Procedures”).

(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the applicable Limited Partner, (iii) to comply with the Expert’s

 

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determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”).

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.01. Payments.

(a) Payments. Within five (5) calendar days of a Tax Benefit Schedule delivered to an applicable Limited Partner becoming final in accordance with Section 2.04(a), the Corporate Taxpayer shall pay to the applicable Limited Partner for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.01(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank account of the applicable Limited Partner previously designated by such Limited Partner to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and the applicable Limited Partner. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal income tax payments.

(b) A “Tax Benefit Payment” means an amount, not less than zero, equal to 85% of the sum of the Net Tax Benefit and the Interest Amount. The “Net Tax Benefit” shall equal: (1) the Corporate Taxpayer’s Realized Tax Benefit, if any, for a Taxable Year plus (2) the amount of the excess Realized Tax Benefit reflected on an Amended Tax Benefit Schedule for a previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment (expressed as a negative number)) reflected on the Tax Benefit Schedule for such previous Taxable Year, minus (3) an amount equal to the Corporate Taxpayer’s Realized Tax Detriment (if any) for the current or any previous Taxable Year, minus (4) the amount of the excess Realized Tax Benefit reflected on a Tax Benefit Schedule for a previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment (expressed as a negative number)) reflected on the Amended Tax Benefit Schedule for such previous Taxable Year; provided, however, that to the extent of the amounts described in 3.01(b)(2), (3) and (4) were taken into account in determining any Tax Benefit Payment in a preceding Taxable Year, such amounts shall not be taken into account in determining a Tax Benefit Payment attributable to any other Taxable Year; provided, further, for the avoidance of doubt, no applicable Limited Partner shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Taxpayer Return with respect to Taxes for such Taxable Year until the Payment Date. Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments, whether paid with respect to Partnership Units that were exchanged (i) prior to the date of such Change of Control or (ii) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (3), and (4), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date”.

 

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Section 3.02. No Duplicative Payments. It is intended that the above provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Corporate Taxpayer’s Realized Tax Benefit and Interest Amount is paid to the Limited Partners pursuant to this Agreement. The provisions of this Agreement shall be construed in the appropriate manner as such intentions are realized.

Section 3.03. Pro Rata Payments. For the avoidance of doubt, to the extent the Corporate Taxpayer’s deduction with respect to the Basis Adjustment is limited in a particular Taxable Year or the Corporate Taxpayer lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for each applicable Limited Partner on a pro rata basis relative to the total amount of deductions with respect to the aggregate Basis Adjustments for all of the applicable Limited Partners.

ARTICLE IV

TERMINATION

Section 4.01. Early Termination and Breach of Agreement.

(a) The Corporate Taxpayer may terminate this Agreement with respect to all of the Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporate Taxpayer, neither the applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this Agreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

(b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and any Limited Partners as due and payable but unpaid as of the date of a

 

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breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the Limited Partners shall be entitled to elect to receive the amounts set forth in (1), (2) and (3), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due.

(c) The undersigned parties agree that the aggregate value of the Tax Benefit Payments cannot be ascertained with any reasonable certainty for U.S. federal income tax purposes.

Section 4.02. Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01 above, the Corporate Taxpayer shall deliver to the applicable Limited Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless the applicable Limited Partner Group Member, within 30 calendar days after receiving the Early Termination Schedule thereto provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”); provided, for the sake of clarity, only Limited Partner Group Members shall have the right to object to any Schedule or Amended Schedule pursuant to this Section 4.02. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the applicable Limited Partner Group Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Section 4.03. Payment upon Early Termination. (a) Within three calendar days after agreement between the applicable Limited Partner and the Corporate Taxpayer of the Early Termination Schedule, the Corporate Taxpayer shall pay to the applicable Limited Partner an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by the applicable Limited Partner or as otherwise agreed by the Corporate Taxpayer and the applicable Limited Partner.

(a) The “Early Termination Payment” as of the date of the delivery of an Early Termination Schedule shall equal with respect to the applicable Limited Partner the present value, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that would be required to be paid by the Corporate Taxpayer to the applicable Limited Partner beginning from the Early Termination Date assuming the Valuation Assumptions are applied.

 

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ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.01. Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by the Corporation to the applicable Partner under this Agreement (an “Exchange Payment”) shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporation and its Subsidiaries (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of the Corporation that are not Senior Obligations.

Section 5.02. Late Payments by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment not made to the applicable Limited Partner when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.01. Limited Partner Group Member Participation in the Corporate Taxpayers and Partnerships Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and the Partnerships, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the applicable Limited Partner Group Member of, and keep the applicable Limited Partner Group Member reasonably informed with respect to the portion of any audit of the Corporate Taxpayer and the Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Limited Partner Group Member’s rights and obligations under this Agreement, and shall provide to the applicable Limited Partner Group Member reasonable opportunity to provide information and other input to the Corporate Taxpayer, the Partnerships and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and the Partnerships shall not be required to take any action that is inconsistent with any provision of any of the Partnership Agreements.

Section 6.02. Consistency. The Corporate Taxpayer and the applicable Limited Partner agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement.

 

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Section 6.03. Cooperation. The applicable Limited Partner shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse the applicable Limited Partner for any reasonable third-party costs and expenses incurred pursuant to this Section.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Corporate Taxpayer, to:

c/o The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

(T) (212) 583-5000

Attention: Chief Legal Officer

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(T) (212) 455-2000

(F) (212) 735-2502

Attention: Joshua Ford Bonnie, Esq.

If to the applicable Limited Partner, to:

The address and facsimile number set forth in the records of the Partnerships.

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Section 7.02. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

 

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Section 7.03. Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

Section 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.06. Successors; Assignment; Amendments; Waivers.

(a) No Limited Partner may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, (i) that, to the extent Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreements and any other agreements the Limited Partners may have entered into with the Parent, the Corporate Taxpayer and/or any of the other Blackstone Holdings General Partners or Blackstone Holdings Partnerships, the transferring Limited Partner shall assign to the transferee of such Partnership Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt: (A) to the extent a Limited Partner Group Member or other Person transfers Partnership Units to a Limited Partner Group Member pursuant to the relevant Partnership Agreements, the Limited Partner Group Member receiving such Partnership Units shall have all rights under this Agreement with respect to such transferred Partnership Units as such Limited Partner Group Members has, under this Agreement, with respect to the other Partnership Units held by him; and (B) the requirement to execute and deliver a joinder pursuant to this Section 7.06(a) shall not be construed as requiring such execution and delivery prior to an assignment becoming effective.

 

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(b) Notwithstanding the provisions of Section 7.06(a), no transferee described in clause (i) of Section 7.06(a) shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of Section 7.06(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.

(c) No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporate Taxpayer, on behalf of themselves and the respective Partnerships they Control, and by Limited Partner Group Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Limited Partner Group Members hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Limited Partner Group Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Limited Partners will or may receive under this Agreement unless all such Limited Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Limited Partner Group Member transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Limited Partner Group Member, such Limited Partner Group Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Section 7.07. Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.08. Resolution of Disputes.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by

 

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arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language.

Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Limited Partner (i) expressly consents to the application of paragraph (c) of this Section 7.08 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as such Limited Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Limited Partner of any such service of process, shall be deemed in every respect effective service of process upon the Limited Partner in any such action or proceeding.

(c) (i) EACH LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 7.08 and such parties agree not to plead or claim the same.

Section 7.09. Reconciliation. In the event that the Corporate Taxpayer and the applicable Limited Partner Group Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm, and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the applicable

 

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Limited Partner Group Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer; except as provided in the next sentence. The Corporate Taxpayer and each applicable Limited Partner Group Member shall bear their own costs and expenses of such proceeding, unless the Limited Partner Group Member has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer shall reimburse such Limited Partner Group Member for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporate Taxpayer and the applicable Limited Partner Group Member and may be entered and enforced in any court having jurisdiction.

Section 7.10. Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Limited Partner.

Section 7.11. Affiliated Corporations of Other Blackstone Holdings General Partners; Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a) The other Blackstone Holdings General Partners shall provide that all provisions of this Agreement shall correspondingly apply, including the payment of Tax Benefit Payments by any corporation owned directly or indirectly in whole or in part, now or in the future, by other Blackstone Holdings General Partners, with respect to any Realized Tax Benefit with respect to limited partner interests in other Blackstone Holdings Partnerships, that are part of the Exchange and in which such corporation owns an interest, under the same terms and conditions as set forth in this Agreement, and the other Blackstone Holdings General Partners shall cause such corporation to execute and deliver a joinder to this Agreement to such effect. If either (i) the Parent or any other Blackstone Holdings General Partner has elected or otherwise become, or elects to be or otherwise becomes, treated as a corporation for tax purposes, or (ii) the Parent holds any other Blackstone Holdings General Partner directly or indirectly through an entity that is treated as a corporation for tax purposes, then (w) Parent, such other entity treated as a

 

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corporation for tax purposes, or such other Blackstone Holdings General Partner, as applicable (the “Relevant Entity”), shall become a Corporate Taxpayer and shall execute and deliver a joinder to this Agreement to such effect, and (x) the provisions of this Agreement shall apply to each partnership, limited partnership and limited liability company Controlled by any other Blackstone Holdings General Partner as if each such entity were a Partnership; provided that, if any Partnership Units or limited partner interests in other Blackstone Holdings Partnerships were Exchanged prior to an event described in clause (i) or (ii) above, then (y) such Exchange shall be treated for purposes of this Agreement as having occurred immediately after such event at the Fair Market Value in existence at the time of such prior Exchange, and (z) the Relevant Entity shall be required to make the same Tax Benefit Payments pursuant to the terms of this Agreement that it would have been required to make had it been treated in the same manner as the Corporate Taxpayer on the date of such Exchange; provided, however, that such Tax Benefit Payments shall be payable only with respect to (I) Original Assets that are still owned at the time of the event described in clause (i) or (ii) above, and (II) taxable years of such entity ending on or after the date of the event described in clause (i) or (ii) above. The parties agree that the terms of this Agreement will be applied to any corporation under this Section 7.11 only if the aggregate Tax Benefit Payments payable with respect to such corporation are reasonably expected to be more than $10 million. The determination of the amount of Tax Benefit Payments that a Relevant Entity would have been required to make had it been treated as a Corporate Taxpayer on the date of a prior Exchange under this Section 7.11(a) shall be made taking into account whether the applicable Partnership (and if applicable, any entity treated as a partnership for United States federal income tax purposes in which the applicable Partnership owns a direct or indirect interest) had an election in effect under Section 754 of the Code for the taxable year in which the prior Exchange occurred; provided that, for this purpose, if the applicable Partnership (and if applicable, any entity treated as a partnership for United States federal income tax purposes in which the applicable Partnership owns a direct or indirect interest) makes such an election in connection with the Relevant Entity becoming a Corporate Taxpayer as described in this Section 7.11(a), such Partnership (and if applicable, any entity treated as a partnership for United States federal income tax purposes in which the applicable Partnership owns a direct or indirect interest) shall be deemed not to have such an election in effect until after the date on which the Relevant Entity becomes a Corporate Taxpayer as described in this Section 7.11(a).

(b) If the Corporate Taxpayer becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole.

(c) Notwithstanding any other provision of this Agreement, if Parent acquires one or more assets that, as of an Exchange Date, have not been contributed to the Corporate Taxpayer (other than Parent’s interests in the other Blackstone Holdings General Partners) (such assets, “Excluded Assets”), then all Tax Benefit Payments due hereunder shall be computed as if such assets had been contributed to the Corporate Taxpayer on a pro rata basis on the date such assets were first acquired by Parent; provided, however, that if an Excluded Asset consists of stock in a corporation, then, for purposes of this Section 7.11(c), (i) such corporation (and any corporation Controlled by such corporation) shall be deemed to have contributed its assets to the Corporate Taxpayer in a transaction described in Section 351 of the Code, and (ii) the Corporate Taxpayer shall be deemed to have contributed all such assets to the Partnerships, in each case on the date on which the Parent acquired stock of such corporation.

 

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(d) If any entity that is obligated to make an Exchange Payment hereunder transfers one or more assets to a corporation with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code (other than any corporation that is obligated to make an Exchange Payment hereunder or which includes the taxable income of the transferor in its tax return), such entity, for purposes of calculating the amount of any Exchange Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution; provided, however, the foregoing shall not apply to the extent a non-U.S. entity transfers assets to a directly or indirectly wholly owned non-U.S. entity, or otherwise in respect of any transfer or deemed transfer of assets pursuant to the Conversion Transactions. The consideration deemed to be received by such entity shall be equal to the Fair Market Value of the contributed asset, plus (i) the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a contribution of a partner interest.

Section 7.12. Confidentiality. Each Limited Partner and assignee acknowledges and agrees that the information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, shall keep and retain in the strictest confidence and not to disclose to any Person all confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer or any Person included within the Parent and their respective Affiliates and successors and the other Limited Partners, including, without limitation, the identity of the beneficial holders of interests in any fund or account managed by the Parent or any of its Subsidiaries, confidential information concerning the Parent, any Person included within the Parent and their respective Affiliates and successors, the other Limited Partners and any fund, account or investment managed by any Person included within the Parent, including marketing, investment, performance data, fund management, credit and financial information, and other business affairs of the Corporate Taxpayer, any Person included within the Parent and their respective Affiliates and successors, the other Limited Partners and any fund, account or investment managed directly or indirectly by any Person included within the Corporate Taxpayer learned by the Limited Partner heretofore or hereafter. This clause 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of such Limited Partner in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for a Limited Partner to prepare and file his or her tax returns, to respond to any inquiries regarding the same from any taxing authority or to prosecute or defend any action, proceeding or audit by any taxing authority with respect to such returns. Notwithstanding anything to the contrary herein, each Limited Partner (and each employee, representative or other agent of such Limited Partner) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (x) the Corporate Taxpayer and (y) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Limited Partners relating to such tax treatment and tax structure.

 

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If a Limited Partner or assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the other Limited Partners and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13. Partnership Agreement. This Agreement shall be treated as part of the partnership agreement of each Partnership as described in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.14. Partnerships. The Corporate Taxpayer hereby agrees that, to the extent it acquires a general partner interest, managing member interest or similar interest in any Person after the date hereof, it shall cause such Person to execute and deliver a joinder to this Agreement and become a “Partnership” for all purposes of this Agreement.

Section 7.15. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the Corporate Taxpayer and each Limited Partner have duly executed this Agreement as of the date first written above.

 

BLACKSTONE HOLDINGS I/II GP L.L.C.
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Chairman and Chief Executive Officer
BLACKSTONE HOLDINGS I L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Chairman and Chief Executive Officer
BLACKSTONE HOLDINGS II L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Chairman and Chief Executive Officer
BLACKSTONE HOLDINGS AI L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Chairman and Chief Executive Officer

[Signature Page to Amended and Restated Tax Receivable Agreement]


LIMITED PARTNER GROUP MEMBERS
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Founding Member

[Signature Page to Amended and Restated Tax Receivable Agreement]

Exhibit 10.7

FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT

FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of May 7, 2021 among The Blackstone Group Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party hereto.

WHEREAS, The Blackstone Group L.P., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners heretofore executed and delivered the Fourth Amended and Restated Exchange Agreement, dated as of July 1, 2019 (the “Fourth Amended and Restated Exchange Agreement”);

WHEREAS, the parties hereto desire to provide for the exchange of certain Blackstone Holdings Partnership Units for shares of Common Stock, on the terms and subject to the conditions set forth herein;

WHEREAS, the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) below, once exercised, represents a several, and not a joint and several, obligation of the Blackstone Holdings Partnerships (on a pro rata basis), and no Blackstone Holdings Partnership shall have any obligation or right to acquire Blackstone Holdings Partnership Units issued by another Blackstone Holdings Partnership;

WHEREAS, effective February 26, 2021, the Issuer effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively, and in connection therewith, the parties to the Fourth Amended and Restated Exchange Agreement now desire to enter into this Agreement to amend and restate the Fourth Amended and Restated Exchange Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

Agreement” has the meaning set forth in the preamble of this Agreement.

Blackstone Holdings AI” means Blackstone Holdings AI L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.


Blackstone Holdings I” means Blackstone Holdings I L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

Blackstone Holdings II” means Blackstone Holdings II L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

Blackstone Holdings I/II General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware and the general partner of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, and any successor general partner thereof.

Blackstone Holdings III” means Blackstone Holdings III L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings III General Partner” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware, and the general partner of Blackstone Holdings III, and any successor general partner thereof.

Blackstone Holdings IV” means Blackstone Holdings IV L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings IV General Partner” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec and the general partner of Blackstone Holdings IV, and any successor general partner thereof.

Blackstone Holdings IV General Partner Sub” means Blackstone Holdings IV GP Sub L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings General Partners” means, collectively, Blackstone Holdings I/II General Partner, Blackstone Holdings III General Partner and Blackstone Holdings IV General Partner.

Blackstone Holdings Limited Partner” means each Person that is as of the date of this Agreement or becomes from time to time a limited partner of each of the Blackstone Holdings Partnerships pursuant to the terms of the Blackstone Holdings Partnership Agreements.

Blackstone Holdings Partnership Agreements” means, collectively, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II, the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III and the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as they may each be amended, supplemented or restated from time to time.

Blackstone Holdings Partnership Unit” means, collectively, one unit of partnership interest in each of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV, issued pursuant to their respective Blackstone Holdings Partnership Agreements.

 

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Blackstone Holdings Partnerships” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV.

Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

Common Stock” means shares of common stock, par value $0.00001 per share, of the Issuer.

Code” means the Internal Revenue Code of 1986, as amended.

Exchange” has the meaning set forth in Section 2.1(a) of this Agreement.

Exchange Rate” means the number of shares of Common Stock for which a Blackstone Holdings Partnership Unit is entitled to be exchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1, which Exchange Rate shall be subject to modification as provided in Section 2.4 of this Agreement.

Issuer” means The Blackstone Group Inc., a corporation formed under the laws of the State of Delaware, and any successor thereto.

Insider Trading Policy” means the Insider Trading Policy of the Issuer applicable to the directors and executive officers of the Issuer, as such insider trading policy may be amended from time to time.

Issuer Certificate of Incorporation” means the Certificate of Incorporation of the Issuer, dated February 26, 2021, as it may be amended, supplemented or restated from time to time.

Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association (including any group, organization, co-tenanacy, plan, board, council or committee), government (including a country, state, county, or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).

Quarter” means, unless the context requires otherwise, a fiscal quarter of the Issuer.

Quarterly Exchange Date” means, unless the Issuer cancels such Quarterly Exchange Date pursuant to Section 2.8 hereof, the date that is the later to occur of either: (1) the second Business Day after the date on which the Issuer makes a public news release of its quarterly earnings for the prior Quarter, (2) the first day each Quarter that directors and executive officers of the Issuer are permitted to trade under the Insider Trading Policy, or (3) such other date as the Issuer shall determine in its sole discretion, provided with respect to clause (3) that the Issuer shall provide the Blackstone Holdings Limited Partners with reasonable notice of such date.

 

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Sale Transaction” has the meaning set forth in Section 2.8 of this Agreement.

Transfer Agent” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Certificate of Incorporation to act as registrar and transfer agent for the Common Stock.

ARTICLE II

EXCHANGE OF BLACKSTONE HOLDINGS PARTNERSHIP UNITS

SECTION 2.1. Exchange of Blackstone Holdings Partnership Units.

(a) Subject to adjustment as provided in this Article II, to the provisions of the Blackstone Holdings Partnership Agreements and the Issuer Certificate of Incorporation and to the provisions of Section 2.2 hereof, each Blackstone Holdings Limited Partner shall be entitled on any Quarterly Exchange Date to surrender Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner to the Blackstone Holdings Partnerships in exchange for the delivery by the Blackstone Holdings Partnerships of a number of shares of Common Stock equal to the product of such number of Blackstone Holdings Partnership Units surrendered multiplied by the Exchange Rate (such exchange, an “Exchange”); provided that any such exchange is for a minimum of the lesser of 1,000 Blackstone Holdings Partnership Units or all of the vested Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner.

(b) On the date Blackstone Holdings Partnership Units are surrendered for exchange, all rights of the exchanging Blackstone Holdings Limited Partner as holder of such Blackstone Holdings Partnership Units shall cease, and such exchanging Blackstone Holdings Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Certificate of Incorporation) of such shares of Common Stock.

(c) For the avoidance of doubt, any exchange of Blackstone Holdings Partnership Units shall be subject to the provisions of the Blackstone Holdings Partnership Agreements, including without limitation the provisions of Sections 8.01, 8.03 and 8.04.

SECTION 2.2. Exchange Procedures. (a) A Blackstone Holdings Limited Partner may exercise the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) above by providing a written notice of exchange at least sixty (60) days prior to the applicable Quarterly Exchange Date to each of the Blackstone Holdings General Partners substantially in the form of Exhibit A hereto, duly executed by such holder or such holder’s duly authorized attorney in respect of the Blackstone Holdings Partnership Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Issuer or the Blackstone Holdings General Partners, as applicable.

 

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(b) As promptly as practicable following the surrender for exchange of Blackstone Holdings Partnership Units in the manner provided in this Article II, the Blackstone Holdings Partnerships shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of shares of Common Stock issuable upon such exchange, issued in the name of such exchanging Blackstone Holdings Limited Partner.

(c) The Blackstone Holdings Partnerships may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election for exchange.

SECTION 2.3. Blackout Periods and Ownership Restrictions.

(a) Notwithstanding anything to the contrary, a Blackstone Holdings Limited Partner shall not be entitled to exchange Blackstone Holdings Partnership Units, and the Issuer and the Blackstone Holdings Partnerships shall have the right to refuse to honor any request for exchange of Blackstone Holdings Partnership Units, (i) at any time or during any period if the Issuer or the Blackstone Holdings Partnerships shall determine, based on the advice of counsel (which may be inside counsel), that there may be material non-public information that may affect the trading price per share of Common Stock at such time or during such period or (ii) if such exchange would be prohibited under applicable law or regulation.

SECTION 2.4. Splits, Distributions and Reclassifications.

(a) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Blackstone Holdings Partnership Units that is not accompanied by an identical subdivision or combination of the shares of Common Stock; or (2) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the shares of Common Stock that is not accompanied by an identical subdivision or combination of the Blackstone Holdings Partnership Units. In the event of a reclassification or other similar transaction as a result of which the shares of Common Stock are converted into another security, then a Blackstone Holdings Limited Partner shall be entitled to receive upon exchange the amount of such security that such Blackstone Holdings Limited Partner would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any Blackstone Holdings Partnership Unit.

SECTION 2.5. Shares of Common Stock to be Issued.

(a) The Issuer covenants that if any shares of Common Stock require registration with or approval of any governmental authority under any U.S. federal or state law before such shares of Common Stock may be issued upon exchange pursuant to this Article II, the Issuer shall use commercially reasonable efforts to cause such shares of Common Stock to be duly registered or approved, as the case may be. The Issuer shall use commercially reasonable efforts to list the shares of Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the

 

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outstanding shares of Common Stock may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Issuer or the Blackstone Holdings Partnership from satisfying their obligations in respect of the exchange of the Blackstone Holdings Partnership Units by delivery of shares of Common Stock which are held in the treasury of the Issuer or the Blackstone Holdings Partnership or any of their subsidiaries.

SECTION 2.6. Taxes.

(a) The delivery of shares of Common Stock upon exchange of Blackstone Holdings Partnership Units shall be made without charge to the Blackstone Holdings Limited Partners for any stamp or other similar tax in respect of such issuance.

SECTION 2.7. Restrictions.

(a) The provisions of Sections 8.02, 8.03 (other than paragraphs (a), (b) and (d)), 8.04 and 8.06 of the Blackstone Holdings Partnership Agreements shall apply, mutatis mutandis, to any shares of Common Stock issued upon exchange of Blackstone Holdings Partnership Units; and the provisions of paragraphs (b) and (d) of Section 8.03 of the Blackstone Holdings Partnership Agreements shall permit Transfers of Common Stock issued upon exchange of Blackstone Holdings Partnership Units to the same extent as Exchange Transactions (as defined in the Blackstone Holdings Partnership Agreements) with respect to Blackstone Holdings Partnership Units may be permitted under such provisions. In each case, the provisions of Sections 8.03 and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the aggregate to Blackstone Holdings Partnership Units and shares of Common Stock received in exchange for Blackstone Holdings Partnership Units.

SECTION 2.8. Subsequent Offerings.

(a) The Issuer may from time to time provide the opportunity for Blackstone Holdings Limited Partners to sell their Blackstone Holdings Partnership Units to the Issuer, the Blackstone Holdings Partnerships or any of their subsidiaries (a “Sale Transaction”); provided that no Sale Transaction shall occur unless the Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of the Issuer as such Sale Transaction. A Blackstone Limited Partner selling Blackstone Holdings Partnership Units in connection with a Sale Transaction must provide notice to Issuer at least thirty (30) days prior to the cash settlement of such Sale Transaction in respect of the Blackstone Holdings Partnership Units to be sold, in each case delivered during normal business hours at the principal executive offices of the Issuer. For the avoidance of doubt, the total aggregate number of Quarterly Exchange Dates and Sale Transactions occurring during any fiscal year of the Issuer shall not exceed four (4).

ARTICLE III

GENERAL PROVISIONS

SECTION 3.1. Amendment. (a) The provisions of this Agreement may be amended by the affirmative vote or written consent of each of the Blackstone Holdings Partnerships and, after a Change of Control (as such term as defined in the Blackstone Holdings Partnership Agreements), the holders of at least a majority of the Vested Percentage Interests (as such term as defined in the Blackstone Holdings Partnership Agreements) of the Blackstone Holdings Partnership Units (excluding Blackstone Holdings Partnership Units held by the Issuer and the Blackstone Holdings General Partners). No amendment to this Agreement shall be required to the extent any entity becomes a successor of any of the foregoing parties.

 

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(b) Each Blackstone Holdings Limited Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or written consent of less than all of the Blackstone Holdings Limited Partners, such action may be so taken upon the concurrence of less than all of the Blackstone Holdings Limited Partners and each Blackstone Holdings Limited Partner shall be bound by the results of such action.

SECTION 3.2. Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2):

(a) If to the Issuer, to:

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5660

Electronic Mail: john.finley@blackstone.com

(b) If to Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. or Blackstone Holdings IV L.P., to:

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5660

Electronic Mail: john.finley@blackstone.com

(c) If to any Blackstone Holdings Limited Partner, to:

c/o The Blackstone Group Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5660

Electronic Mail: john.finley@blackstone.com

SECTION 3.3. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

 

7


SECTION 3.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 3.5. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.6. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 3.7. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

SECTION 3.8. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then- existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the Blackstone Holdings Partnerships may cause any Blackstone Holdings Partnership to bring, on behalf of the Issuer or such Blackstone Holdings Partnership or on behalf of one or more Blackstone Holdings Limited Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Blackstone Holdings Limited Partner (i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Blackstone

 

8


Holdings Partnerships as such Blackstone Holdings Limited Partner’s agents for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Blackstone Holdings Limited Partner of any such service of process, shall be deemed in every respect effective service of process upon the Blackstone Holdings Limited Partner in any such action or proceeding.

(c) (i) EACH BLACKSTONE HOLDINGS LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.8 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 3.8, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 3.8. In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 3.8 shall be construed to omit such invalid or unenforceable provision.

SECTION 3.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9.

SECTION 3.10. Tax Treatment. To the extent this Agreement imposes obligations upon a particular Blackstone Holdings Partnership or a Blackstone Holdings General Partner, this Agreement shall be treated as part of the relevant Blackstone Holdings Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and

 

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1.761-1(c) of the Treasury Regulations. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of Blackstone Holdings Partnership Units by a Blackstone Holdings Limited Partner to Blackstone Holdings I/II General Partner, Blackstone Holdings III General Partner or Blackstone Holdings IV General Partner Sub, as the case may be, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

SECTION 3.11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

 

THE BLACKSTONE GROUP INC.
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:  Senior Managing Director – Assistant

           Secretary

BLACKSTONE HOLDINGS AI L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:   Senior Managing Director – Assistant

           Secretary

BLACKSTONE HOLDINGS I L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:  Senior Managing Director – Assistant

           Secretary

 

 

[Signature Page to Fifth Amended and Restated Exchange Agreement]


BLACKSTONE HOLDINGS II L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:  Senior Managing Director – Assistant

            Secretary

BLACKSTONE HOLDINGS III L.P.
By:   Blackstone Holdings III GP L.P., its general partner
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:  Senior Managing Director – Assistant

           Secretary

 

 

[Signature Page to Fifth Amended and Restated Exchange Agreement]


BLACKSTONE HOLDINGS IV L.P.
By:   Blackstone Holdings IV GP L.P., its general partner
By:   Blackstone Holdings IV GP Management
  (Delaware) L.P., its general partner
By:   Blackstone Holdings IV GP Management L.L.C., its general partner
By:   The Blackstone Group Inc., its sole member
By:  

/s/ Tabea Hsi

  Name: Tabea Hsi
 

Title:  Senior Managing Director – Assistant

           Secretary

 

 

[Signature Page to Fifth Amended and Restated Exchange Agreement]


EXHIBIT A

[FORM OF]

NOTICE OF EXCHANGE

Blackstone Holdings I L.P.

Blackstone Holdings AI L.P.

Blackstone Holdings II L.P.

Blackstone Holdings III L.P.

Blackstone Holdings IV L.P.

345 Park Avenue

New York, New York 10154

Attention: Tabea Hsi

Fax: (646) 455-4221

Electronic Mail: tabea.hsi@blackstone.com

Reference is hereby made to the Fifth Amended and Restated Exchange Agreement, dated as of May 7, 2021 (the “Exchange Agreement”), among The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party thereto, as amended from time to time. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Blackstone Holdings Limited Partner hereby elects to exchange the number of Blackstone Holdings Partnership Units set forth below for an equal number of shares of Common Stock to be issued in its name.

Name of Blackstone Holdings Limited Partner:                                                                                              

Number of Blackstone Holdings Partnership Units to be exchanged on the [____] exchange date: _________________ units (or such lesser number as the Issuer may determine in its sole discretion, which determination shall be final and binding and shall be conclusively determined by the exchange of such lesser number of Blackstone Holdings Partnership Units).

The undersigned acknowledges that this Notice of Exchange is binding and may only be withdrawn with the consent of the Issuer prior to the exchange date.

The undersigned (1) hereby represents that the Blackstone Holdings Partnership Units set forth above are owned by the undersigned, (2) hereby exchanges such Blackstone Holdings Partnership Units for shares of Common Stock as set forth in the Exchange Agreement, (3) hereby irrevocably constitutes and appoints any officer of the Blackstone Holdings Partnerships, the Blackstone Holdings General Partners or the Issuer as its attorney, with full power of substitution, to exchange said Blackstone Holdings Partnership Units on the books of the Blackstone Holdings Partnerships for shares of Common Stock on the books of the Issuer, with full power of substitution in the premises.


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

 

 

Name:

Dated: ______________

 

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Exhibit 10.8

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

OF

THE BLACKSTONE GROUP INC.

Dated as of May 7, 2021


TABLE OF CONTENTS

 

     Page  

ARTICLE I DEFINITIONS AND OTHER MATTERS

     1  

Section 1.1. Definitions

     1  

Section 1.2. Definitions Generally

     3  

ARTICLE II REGISTRATION RIGHTS

     4  

Section 2.1. Exchange Registration

     4  

Section 2.2. Demand Registration

     4  

Section 2.3. Piggyback Registration

     5  

Section 2.4. Lock-Up Agreements

     6  

Section 2.5. Registration Procedures

     6  

Section 2.6. Indemnification by the Corporation

     8  

Section 2.7. Indemnification by Registering Covered Persons

     9  

Section 2.8. Conduct of Indemnification Proceedings

     9  

Section 2.9. Contribution

     10  

Section 2.10. Participation in Public Offering

     10  

Section 2.11. Other Indemnification

     10  

Section 2.12. Cooperation by the Corporation

     10  

Section 2.13. Parties in Interest

     10  

Section 2.14. Acknowledgement Regarding the Corporation

     10  

Section 2.15. Mergers, Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities

     10  

ARTICLE III MISCELLANEOUS

     11  

Section 3.1. Term of the Agreement; Termination of Certain Provisions

     11  

Section 3.2. Amendments; Waiver

     11  

Section 3.3. Governing Law

     11  

Section 3.4. Submission to Jurisdiction; Waiver of Jury Trial

     11  

Section 3.5. Notices

     12  

Section 3.6. Severability

     13  

Section 3.7. Specific Performance

     13  

Section 3.8. Assignment; Successors

     13  

Section 3.9. No Third-Party Rights

     13  

Section 3.10. Section Headings

     13  

Section 3.11. Execution in Counterparts

     13  

 

 

i


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of May 7, 2021, by and among The Blackstone Group Inc., a Delaware corporation (the “Corporation”), and the Covered Persons (defined below) from time to time party hereto (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties heretofore executed and delivered a Registration Rights Agreement, dated as of June 18, 2007 (the “Original Agreement”);

WHEREAS, the Parties heretofore executed an delivered an amendment to the Original Agreement as of July 1, 2019 in connection with an internal reorganization involving the conversion of The Blackstone Group L.P. into a Delaware corporation;

WHEREAS, the Covered Persons are holders of Blackstone Holdings Partnership Units (defined below), which, subject to certain restrictions and requirements, are exchangeable at the option of the holder thereof for shares of Common Stock (defined below) of the Corporation;

WHEREAS, the Corporation desires to provide the Covered Persons with registration rights with respect to shares of Common Stock underlying their Blackstone Holdings Partnership Units and any other shares of Common Stock they may otherwise hold from time to time;

WHEREAS, pursuant to Section 3.2 of the Original Agreement, the Original Agreement may be amended by the Corporation and the Demand Committee without the consent of any other person; and

WHEREAS, effective February 26, 2021, the Corporation effectuated changes to rename its Class A common stock as “Common Stock” and to reclassify its Class B common stock and Class C common stock into a new “Series I Preferred Stock” and “Series II Preferred Stock,” respectively, and in connection therewith the Parties now desire to enter into this Agreement to amend and restate the Original Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND OTHER MATTERS

Section 1.1. Definitions. Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Section 1.1:

Agreement” has the meaning ascribed to such term in the Recitals.

Beneficial owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.

Blackstone Holdings” means, collectively, Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings I”), Blackstone Holdings AI L.P., a Delaware limited partnership (“Blackstone Holdings AI”), Blackstone Holdings II L.P., a Delaware limited partnership (“Blackstone Holdings II”), Blackstone Holdings III L.P., a Québec société en commandite (“Blackstone Holdings III”) and Blackstone Holdings IV L.P., a Québec société en commandite (“Blackstone Holdings IV”).

Blackstone Holdings Partnership Unit” means, collectively, one partnership unit in each of Blackstone Holdings I, Blackstone Holdings AI, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV issued under each of their respective Blackstone Holdings Partnership Agreements.


Blackstone Holdings Partnership Agreements” means, collectively, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II, the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III and the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as each of them may be amended, supplemented or restated from time to time.

Board” means the Board of Directors of the Corporation.

Common Stock” means shares of common stock, par value $0.00001 per share, of the Corporation.

Corporation” means The Blackstone Group Inc., a Delaware corporation, and any successor thereto.

Covered Person” means those persons from time to time recorded as such in the books and records of the Corporation or Blackstone Holdings, and all persons who may become parties to this Agreement in accordance with the terms hereof.

Covered Blackstone Holdings Partnership Units” means, with respect to a Covered Person, such Covered Person’s Blackstone Holdings Partnership Units.

Demand Committee” shall mean a committee consisting of the individuals that are from time to time designated as “Founding Members” pursuant to the amended and restated limited liability company agreement of Blackstone Group Management L.L.C., as amended from time to time.

Demand Notice” has the meaning ascribed to such term in Section 2.2(a) of this Agreement.

Demand Registration” has the meaning ascribed to such term in Section 2.2(a) of this Agreement.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agreement” means the Fifth Amended and Restated Exchange Agreement dated as of or about the date hereof among the Corporation, Blackstone Holdings and the Limited Partners of Blackstone Holdings, as amended from time to time.

Exchange Registration” has the meaning ascribed to such term in Section 2.1(a) of this Agreement.

Governmental Authority” means any national, local or foreign (including U.S. federal, state or local) or supranational (including European Union) governmental, judicial, administrative or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or authority of competent jurisdiction.

Indemnified Parties” has the meaning ascribed to such term in Section 2.6 of this Agreement.

NASD” means the National Association of Securities Dealers, Inc.

Original Agreement” has the meaning ascribed to such term in the Recitals.

Permitted Transferee” means any transferee of a Blackstone Holdings Partnership Unit after the date of the Original Agreement the transfer of which was permitted by the Blackstone Holdings Partnership Agreements.

Public Offering” means an underwritten public offering pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

Registering Covered Person” has the meaning ascribed to such term in Section 2.5(a) of this Agreement.

 

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Registrable Securities” means shares of Common Stock that may be delivered in exchange for Blackstone Holdings Partnership Units or otherwise held by Covered Persons from time to time. For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement covering resales of such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities of a Covered Person are eligible to be sold by such Covered Person pursuant to Rule 144(k) (or any successor provision then in effect) under the Securities Act or (iii) such Registrable Securities cease to be outstanding (or issuable upon exchange).

Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) SEC and securities exchange registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Corporation and Blackstone Holdings (including, without limitation, all salaries and expenses of the officers and employees of the Corporation or Blackstone Holdings performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Corporation or Blackstone Holdings and customary fees and expenses for independent certified public accountants retained by the Corporation or Blackstone Holdings (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.5(i)) of this Agreement, (vii) reasonable fees and expenses of any special experts retained by the Corporation or Blackstone Holdings in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Covered Persons, including one counsel for all of the Covered Persons participating in the offering selected by the Demand Committee, (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of-pocket costs and expenses incurred by the Corporation, Blackstone Holdings or their appropriate officers in connection with their compliance with Section 2.5(m) of this Agreement.

SEC” means the Securities and Exchange Commission.

Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 1.2. Definitions Generally. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein:

(a) the word “or” is not exclusive;

(b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

 

3


(d) the word “person” means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership or other legal entity or a government or any department or agency thereof or self-regulatory organization; and

(e) all section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1. Exchange Registration.

(a) The Corporation shall use its commercially reasonable efforts to cause to be declared effective under the Securities Act by the SEC, prior to the time that Blackstone Holdings Partnership Units held by Covered Persons become available for exchange for shares of Common Stock pursuant to the terms of the Blackstone Holdings Partnership Agreements and the Exchange Agreement, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Corporation or its subsidiaries, from time to time, to the Covered Persons of shares of Common Stock registered under the Securities Act in exchange for such Blackstone Holdings Partnership Units or (ii) if the Corporation determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such shares of Common Stock by the Covered Persons.

(b) The Corporation shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected.

(c) Upon notice to each Covered Person participating in any Exchange Registration, the Corporation may postpone effecting a registration pursuant to this Section 2.1 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Corporation the preparation of which had then been commenced or (ii) the Corporation is in possession of material non-public information the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the Corporation.

Section 2.2. Demand Registration.

(a) If at any time the Corporation shall receive a written request (a “Demand Notice”) from the Demand Committee that the Corporation effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), specifying the information set forth under Section 2.5(j), then the Corporation shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 2.2(d), the registration under the Securities Act of the Registrable Securities for which the Demand Committee has requested registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.

(b) At any time prior to the effective date of the registration statement relating to such registration, the Demand Committee may revoke such Demand Registration request by providing a notice to the Corporation revoking such request. The Corporation shall be liable for and pay all Registration Expenses in connection with any Demand Registration.

(c) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Corporation and the Demand Committee that, in its view, the number of units of Registrable Securities requested to be included in such registration exceeds the largest number of units that can be sold without having a material adverse effect on such offering, including the price at which such units can be sold (the “Maximum Offering Size”), the Corporation shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

 

4


(i) first, all Registrable Securities requested to be registered in the Demand Registration by the Demand Committee (allocated, if necessary for the offering not to exceed the Maximum Offering Size, in such proportions as shall be determined by the Demand Committee);

(ii) second, any securities proposed to be registered by the Corporation or any securities proposed to be registered for the account of any other persons, with such priorities among them as the Corporation shall determine.

(d) Upon notice to the Demand Committee, the Corporation may postpone effecting a registration pursuant to this Section 2.2 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Corporation the preparation of which had then been commenced or (ii) the Corporation is in possession of material non-public information the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the Corporation.

Section 2.3. Piggyback Registration.

(a) Subject to any contractual obligations to the contrary, if the Corporation proposes at any time to register any of the equity securities issued by it under the Securities Act (other than a registration on Form S-8 or Form S-4, or any successor forms, relating to shares of Common Stock issuable in connection with any employee benefit or similar plan of the Corporation or in connection with a direct or indirect acquisition by the Corporation of another person or as a recapitalization or reclassification of securities of the Corporation), whether or not for sale for its own account, the Corporation shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to the Demand Committee, which notice shall offer the Demand Committee the opportunity to elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by Covered Persons as the Demand Committee may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). If the Demand Committee elects to effect a Piggyback Registration, the Corporation shall give notice of the registration statement relating to such registration to those Covered Persons who the Demand Committee determines to afford participation in the Piggyback Registration. Upon the request of the Demand Committee, the Corporation shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Corporation has been so requested to register by the Demand Committee, to the extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons to be included in the Corporation’s registration must sell their Registrable Securities to the underwriters selected by the Corporation on the same terms and conditions as apply to the Corporation or any other selling person, as applicable, and (ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such securities, the Corporation shall give notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.3 shall relieve the Corporation of its obligations to effect an Exchange Registration or Demand Registration to the extent required by Section 2.1 or Section 2.2, respectively. The Corporation shall pay all Registration Expenses in connection with each Piggyback Registration.

(b) Subject to Section 2.2(c) and any other contractual obligations to the contrary, if a Piggyback Registration involves an underwritten Public Offering and the managing underwriter advises the Corporation that, in its view, the number of Registrable Securities that the Corporation and such Covered Persons intend to include in such registration exceeds the Maximum Offering Size, the Corporation shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i) first, the Corporation securities proposed to be registered for the account of the Corporation;

 

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(ii) second, the Corporation securities proposed to be registered pursuant to any demand registration rights of third parties;

(iii) third, all Registrable Securities requested to be included in such registration by any Covered Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, in such proportions as shall be determined by the Demand Committee); and (iv) fourth, any securities proposed to be registered for the account of any other persons with such priorities among them as the Corporation shall determine.

(c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of any agreement between such Covered Person and the Corporation or any of its subsidiaries. Unless the Corporation shall otherwise consent, the Corporation shall not be obligated to provide notice or afford Piggyback Registration to the Demand Committee or any Covered Person pursuant to this Section 2.3 unless some or all of such person’s Registrable Securities are permitted to be transferred under the terms of applicable agreements between such person and the Corporation or any of its subsidiaries.

Section 2.4. Lock-Up Agreements. If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Corporation nor any Covered Person shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any shares of Common Stock or other security of the Corporation (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Corporation and the lead managing underwriter shall agree and (ii) 180 days following the pricing of the Public Offering.

Section 2.5. Registration Procedures. In connection with any request by the Demand Committee that Registrable Securities be registered pursuant to Sections 2.2 or 2.3, subject to the provisions of such Sections, the paragraphs below shall be applicable, and in connection with any Exchange Registration pursuant to Section 2.1, paragraphs (a), (c), (d), (e) and (l) below shall be applicable:

(a) The Corporation shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Corporation then qualifies or that counsel for the Corporation shall deem appropriate and which form shall be available for the registration of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than 40 days, or in the case of an Exchange Registration until all of the Registrable Securities of the Covered Persons included in any such registration statement (each, a “Registering Covered Person”) shall have actually been exchanged thereunder.

(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Corporation shall, if requested, furnish to each Registering Covered Person and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Corporation shall furnish to such Registering Covered Person and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Registering Covered Person or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Registering Covered Person. The Registering Covered Person shall have the right to request that the Corporation modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Registering Covered Person and the Corporation shall use its all commercially reasonable efforts to comply with such request, provided, however, that the Corporation shall not have any obligation to so modify any information if the Corporation reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

 

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(c) After the filing of the registration statement, the Corporation shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Covered Person thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Covered Person holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC suspending the effectiveness of such registration statement or any state securities commission and take all commercially reasonable efforts to prevent the entry of such stop order or to obtain the withdrawal of such order if entered.

(d) To the extent any “free writing prospectus” (as defined in Rule 405 under the Securities Act) is used, the Corporation shall file with the SEC any free writing prospectus that is required to be filed by the Corporation with the SEC in accordance with the Securities Act and retain any free writing prospectus not required to be filed.

(e) The Corporation shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Covered Person holding such Registrable Securities or each underwriter, if any, reasonably (in light of such member’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Corporation and do any and all other acts and things that may be reasonably necessary or advisable to enable such Registering Covered Person to consummate the disposition of the Registrable Securities owned by such person, provided that the Corporation shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.5(e), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(f) The Corporation shall immediately notify each Registering Covered Person holding such Registrable Securities covered by such registration statement or each underwriter, if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Registering Covered Person or underwriter, if any, and file with the SEC any such supplement or amendment.

(g) The Demand Committee shall select an underwriter or underwriters in connection with any Public Offering. In connection with any Public Offering, the Corporation shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including if necessary the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

(h) Subject to the execution of confidentiality agreements satisfactory in form and substance to the Corporation in the exercise of its good faith judgment, pursuant to the reasonable request of the Demand Committee or underwriter (if any), the Corporation will give to each Registering Covered Person, each underwriter (if any) and their respective counsel and accountants (i) reasonable and customary access to its books and records and (ii) such opportunities to discuss the business of the Corporation with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to such Registering Covered Person or underwriter, to enable them to exercise their due diligence responsibility.

(i) The Corporation shall use its commercially reasonable efforts to furnish to each Registering Covered Person and to each such underwriter, if any, a signed counterpart, addressed to such person or underwriter, of (i) an opinion or opinions of counsel to the Corporation and (ii) a comfort letter or comfort letters from the Corporation’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the Demand Committee or underwriter reasonably requests.

 

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(j) Each Registering Covered Person registering securities under Sections 2.2 or 2.3 shall promptly furnish in writing to the Corporation such customary information regarding itself, the distribution of the Registrable Securities as the Corporation may from time to time reasonably request and such other information as may be legally required or advisable in connection with such registration.

(k) Each Registering Covered Person and each underwriter, if any, agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 2.5(f), such Registering Covered Person or underwriter shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Registering Covered Person’s or underwriter’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.5(f), and, if so directed by the Corporation, such Registering Covered Person or underwriter shall deliver to the Corporation all copies, other than any permanent file copies then in such Registering Covered Person’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Corporation shall give such notice, the Corporation shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.5(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.5(f) to the date when the Corporation shall make available to such Registering Covered Person a prospectus supplemented or amended to conform with the requirements of Section 2.5(f).

(l) The Corporation shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

(m) The Corporation shall have appropriate officers of the Corporation or Blackstone Holdings (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

(n) The Corporation shall cooperate with the Registering Covered Persons to facilitate the timely delivery of Registrable Securities to be sold, which shall not bear any restrictive legends, and to enable such Registrable Securities to be issued in such denominations and registered in such names as such Registering Covered Persons may reasonably request at least two business days prior to the closing of any sale of Registrable Securities.

Section 2.6. Indemnification by the Corporation. In the event of any registration of any Registrable Securities of the Corporation under the Securities Act pursuant to this Article II, the Corporation will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Corporation shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding

 

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in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Corporation with respect to such seller or any underwriter specifically for use in the preparation thereof.

Section 2.7. Indemnification by Registering Covered Persons. Each Registering Covered Person hereby indemnifies and holds harmless, and the Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Corporation shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold harmless, the Corporation and all other prospective sellers of Registrable Securities, the directors of the Corporation, each officer of the Corporation who signed the Registration Statement and each person, if any, who controls the Corporation and all other prospective sellers of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 2.6 above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Corporation with respect to such seller or any underwriter specifically for use in the preparation of such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation, any of the Registering Covered Persons or any underwriter, or any of their respective affiliates, directors, officers or controlling persons and shall survive the transfer of such securities by such person. In no event shall any such indemnification liability of any Registering Covered Person be greater in amount than the dollar amount of the proceeds received by such Registering Covered Person upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Section 2.8. Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice.

In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Party shall be designated in writing by the Demand Committee, (y) in all other cases shall be designated in writing by the Corporation. The indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying person agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying person shall, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

 

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Section 2.9. Contribution. If the indemnification provided for in this Article II from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 2.9 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.9 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Section 2.10. Participation in Public Offering. No Covered Person may participate in any Public Offering hereunder unless such Covered Person (a) agrees to sell such Covered Person’s securities on the basis provided in any underwriting arrangements approved by the Covered Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

Section 2.11. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Corporation and the Registering Covered Person participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or Governmental Authority other than the Securities Act.

Section 2.12. Cooperation by the Corporation. If the Covered Person shall transfer any Registrable Securities pursuant to Rule 144, the Corporation shall use its commercially reasonable efforts to cooperate with the Covered Person and shall provide to the Covered Person such information as may be required to be provided under Rule 144.

Section 2.13. Parties in Interest. Each Covered Person shall be entitled to receive the benefits of this Agreement and shall be bound by the terms and provisions of this Agreement by reason of such Covered Person’s election to participate in a registration under this Article II. To the extent Blackstone Holdings Partnership Units are effectively transferred in accordance with the terms of the Blackstone Holdings Partnership Agreements, the transferee of such Blackstone Holdings Partnership Units shall be entitled to receive the benefits of this Agreement and shall be bound by the terms and provisions of this Agreement upon becoming bound hereby pursuant to Section 3.1(c).

Section 2.14. Acknowledgement Regarding the Corporation. Other than those determinations reserved expressly to the Demand Committee, all determinations necessary or advisable under this Article II shall be made by the Board, the determinations of which shall be final and binding.

Section 2.15. Mergers, Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to the Registrable Securities, to any and all securities or units of Blackstone Holdings or the Corporation or any successor or assign of any such person (whether by merger, amalgamation, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Registrable Securities, by reason of any dividend, split, issuance, reverse split, combination, recapitalization, reclassification, merger, amalgamation, consolidation or otherwise.

 

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ARTICLE III

MISCELLANEOUS

Section 3.1. Term of the Agreement; Termination of Certain Provisions.

(a) The term of this Agreement shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Blackstone Holdings Partnership Units or Registrable Securities and (ii) such time as the Agreement is terminated by the Demand Committee.

(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Blackstone Holdings Partnership Units or Registrable Securities until such time as such Covered Person ceases to hold any Covered Blackstone Holdings Partnership Units or Registrable Securities. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 2.7, 2.8, 2.9 and 2.11 and this Article III. Any person that has ceased to be a Covered Person and that reacquires Covered Blackstone Holdings Partnership Units or Registrable Securities shall sign an agreement in the form approved by the Corporation acknowledging that such person is bound by the terms and provisions of the Agreement.

(c) Any Permitted Transferee shall sign an agreement in the form approved by the Corporation acknowledging that such Permitted Transferee is bound by the terms and provisions of the Agreement.

Section 3.2. Amendments; Waiver.

(a) The provisions of this Agreement may be amended by the Corporation and, except as provided in paragraph (b) below, the Demand Committee. In addition to any other consent, vote or approval that may be required under this Section 3.2, any amendment of this Agreement that has the effect of changing the obligations of the Corporation hereunder to make such obligations materially more onerous to the Corporation shall require the approval of the Corporation.

(b) Each Covered Person understands that from time to time certain other persons may become Covered Persons and certain Covered Persons will cease to be bound by the provisions of this Agreement pursuant to the terms hereof.

(c) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective.

Section 3.3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 3.4. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language.

Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

 

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(b) Notwithstanding the provisions of paragraph (a), the Corporation may bring, on behalf of the Corporation, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Covered Person (i) expressly consents to the application of paragraph (c) of this Section 3.4 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporation as such Covered Person’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Covered Person of any such service of process, shall be deemed in every respect effective service of process upon the Covered Person in any such action or proceeding.

(c) (i) EACH COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.4, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.4 and such parties agree not to plead or claim the same.

Section 3.5. Notices.

(a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.5):

If to a Covered Person,

c/o The Blackstone Group Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5660

Electronic Mail: john.finley@blackstone.com

If to the Corporation, at

c/o The Blackstone Group Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5660

Electronic Mail: john.finley@blackstone.com

The Corporation shall be responsible for notifying each Covered Person of the receipt of a notice, request, claim, demand or other communication under this Agreement relevant to such Covered Person at the address of such Covered Person then in the records of Blackstone Holdings (and each Covered Person shall notify the Corporation of any change in such address for notices, requests, claims, demands or other communications).

 

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Section 3.6. Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

Section 3.7. Specific Performance. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may be then available.

Section 3.8. Assignment; Successors. This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns of the Covered Persons; provided, however, that a Covered Person may not assign this Agreement or any of his rights or obligations hereunder, and any purported assignment in breach hereof by a Covered Person shall be void; and provided further that no assignment of this Agreement by the Corporation or to a successor of the Corporation (by operation of law or otherwise) shall be valid unless such assignment is made to a person which succeeds to the business of such person substantially as an entirety.

Section 3.9. No Third-Party Rights. Other than as expressly provided herein, nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

Section 3.10. Section Headings. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

Section 3.11. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Agreement as of the date first written above.

 

THE BLACKSTONE GROUP INC.
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Chairman and Chief Executive Officer
DEMAND COMMITTEE
By:  

/s/ Stephen A. Schwarzman

Name:   Stephen A. Schwarzman
Title:   Founding Member

 

 

[Signature Page to the Amended and Restated Registration Rights Agreement]

Exhibit 10.9

THE BLACKSTONE GROUP INC.

AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

 

1.

Purpose of the Plan

The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended through May 7, 2021) (the “Plan”) is designed to promote the long term financial interests and growth of The Blackstone Group Inc., a Delaware corporation (the “Company”), and its Affiliates by (i) attracting and retaining senior managing directors, employees, non-employee directors, consultants and other service providers of the Company or any of its Affiliates and (ii) aligning the interests of such individuals with those of the Company and its Affiliates by providing them with equity-based awards based on the shares of Common Stock (as defined below) of the Company or the partnership units (the “Blackstone Holdings Partnership Units”) of Blackstone Holdings (as defined below).

 

2.

Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Administrator: The Compensation Committee of the Board, or such subcommittee thereof or, if the Compensation Committee shall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated pursuant to Section 4 hereof.

(c) Affiliate: With respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(d) Award: Individually or collectively, any Option, Share Appreciation Right, or Other Share-Based Awards based on or relating to the shares of Common Stock or Blackstone Holdings Partnership Units issuable under the Plan.

(e) Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

(f) Blackstone Holdings: The collective reference to all of the Blackstone Holdings Partnerships.

(g) Blackstone Holdings Partnerships: Each of 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.


(h) Blackstone Holdings Partnership Units: Each “Blackstone Holdings Partnership Unit” shall consist of one partnership unit in each of the four Blackstone Holdings Partnerships.

(i) Board: The board of directors of the Company.

(j) Change in Control: The occurrence of any Person, other than a Person approved by Blackstone Group Management L.L.C., becoming the holder of the outstanding Series II Preferred Stock of the Company.

(k) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(l) Common Stock: The common stock, par value $0.00001 per share, of the Company.

(m) Company: The Blackstone Group Inc., a Delaware corporation.

(n) Disability: The term “Disability” shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. Notwithstanding the foregoing or any other provision of this Plan, the definition of Disability (or any analogous term) in an Award agreement shall supersede the foregoing definition; provided, however, that if no definition of Disability or any analogous term is set forth in such agreement, the foregoing definition shall apply.

(o) Effective Date: August 10, 2014.

(p) Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant or partner, if the Participant is consultant to, partner of, or other service provider for the Company or of any of its Affiliates, and (iii) a Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board.

(q) Fair Market Value: Of a Share on any given date means (i) the closing sale price per Share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price), (ii) if Shares are not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Act on which the Shares are listed, (iii) if the Shares are not so listed on a national securities exchange, the last quoted bid price for Shares on that date in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization, or (iv) if Shares are not so quoted by OTC Markets Group Inc. or a similar organization, the average of the mid-point of the last bid and ask prices for Shares on that date from a nationally recognized independent investment banking firm selected by the Administrator for this purpose.

(r) Option: An option to purchase Shares granted pursuant to Section 6 of the Plan.

(s) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

 

2


(t) Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan.

(u) Participant: A senior managing director, other employee, consultant, partner, director or other service provider of the Company or of any of its Affiliates who is selected by the Administrator to participate in the Plan.

(v) Performance-Based Awards: Certain Other Share-Based Awards granted pursuant to Section 8(b) of the Plan.

(w) Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

(x) Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan.

(y) Shares: Common Stock or Blackstone Holdings Partnership Units which are issued or may be issued under the Plan.

 

3.

Shares Subject to the Plan

Subject to Section 9 hereof, the total number of Shares which may be issued under the Plan shall be 163,000,000, of which all or any portion may be issued as shares of Common Stock or Blackstone Holdings Partnership Units. Notwithstanding the foregoing, the total number of Shares subject to the Plan shall be increased on the first day of each fiscal year beginning in calendar year 2008 by a number of Shares equal to the positive difference, if any, of (x) 15% of the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by the Company or its wholly-owned subsidiaries) minus (y) the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan, unless the Administrator should decide to increase the number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan by a lesser amount on any such date. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan. Unless the Administrator shall otherwise determine, shares of Common Stock delivered by the Company or its Affiliates upon exchange of Blackstone Holdings Partnership Units that have been issued under the Plan shall be issued under the Plan.

 

4.

Administration

The Plan shall be administered by the Administrator. Additionally, the Administrator may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or of any Affiliate of the Company; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. Awards may, in the discretion of the Administrator, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company, any Affiliate of the Company or any entity acquired by the Company or with which the

 

3


Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Administrator is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems necessary or desirable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Administrator shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Administrator shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Administrator specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant.

 

5.

Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

 

6.

Terms and Conditions of Options

Options granted under the Plan shall be non-qualified options for federal income tax purposes, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Administrator shall determine:

(a) Option Price. The Option Price per Share shall be determined by the Administrator; provided that the Option Price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Option is granted unless the Participant is not subject to Section 409A of the Code or the Option is otherwise designed to be compliant with Section 409A of the Code.

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Administrator, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, and in the manner designated by the Administrator, pursuant to one or

 

4


more of the following methods: (i) in cash or its equivalent (e.g., by personal check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Administrator, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased, or (v) to the extent permitted by the Administrator, through net settlement in Shares. Unless otherwise provided in an Award agreement, no Participant shall have any rights to distributions or other rights of a holder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Administrator pursuant to the Plan.

(d) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Administrator, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate.

(e) Service Recipient Stock. No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code.

 

7.

Terms and Conditions of Share Appreciation Rights

(a) Grants. The Administrator may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Administrator may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Administrator; provided, however, that (z) the exercise price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Share Appreciation Right is granted unless the Participant is not subject to Section 409A of the Code or the Share Appreciation Right is otherwise designed to be compliant with Section 409A of the Code and (y) in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of

 

5


one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Administrator. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. The Administrator, in its sole discretion, may determine that no fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or the number of Shares will be rounded downward to the next whole Share.

(c) Limitations. The Administrator may impose, in its discretion, such conditions upon the exercisability of Share Appreciation Rights as it may deem fit, but in no event shall a Share Appreciation Right be exercisable more than ten years after the date it is granted.

(d) Service Recipient Stock. No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code.

 

8.

Other Share-Based Awards

The Administrator, in its sole discretion, may grant or sell Awards of Shares, restricted Shares, restricted shares of Common Stock, deferred restricted shares of Common Stock, phantom restricted shares of Common Stock or other Share-Based awards based in whole or in part on the Fair Market Value of shares of Common Stock or Blackstone Holdings Partnership Units (“Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Administrator shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Administrator shall determine to whom and when Other Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

 

6


9.

Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share distribution or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to holders of Shares other than regular cash distributions or any transaction similar to the foregoing, the Administrator in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Share Appreciation Rights may be granted during a calendar year to any Participant (iii) the maximum amount of a Performance-Based Award that may be granted during a calendar year to any Participant, (iv) the Option Price or exercise price of any Share Appreciation Right and/or (v) any other affected terms of such Awards.

(b) Change in Control. In the event of a Change in Control after the Effective Date, (i) if determined by the Administrator in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Administrator may (subject to Section 17), but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel such Awards for fair value (as determined in the sole discretion of the Administrator) which, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation Rights) over the aggregate exercise price of such Options or Share Appreciation Rights, (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Administrator in its sole discretion or (D) provide that for a period of at least 15 days prior to the Change in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.

 

10.

No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Administrator’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

 

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11.

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 

12.

Nontransferability of Awards

Unless otherwise determined or approved by the Administrator, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

 

13.

Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Administrator may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to the Company or to Participants).

Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Administrator determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

 

14.

International Participants

With respect to Participants who reside or work outside the United States of America, the Administrator may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate.

 

15.

Choice of Law

The Plan shall be governed by and construed in accordance with the law of the State of New York.

 

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16.

Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

 

17.

Section 409A

To the extent applicable, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Administrator that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company may take whatever actions the Administrator determines necessary or appropriate to comply with, or exempt the Plan and Award agreement from the requirements of Section 409A of the Code and related Department of Treasury guidance and other interpretive materials as may be issued after the Effective Date, which action may include, but is not limited to, delaying payment to a Participant who is a “specified employee” within the meaning of Section 409A of the Code until the first day following the six-month period beginning on the date of the Participant’s termination of Employment. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Administrator nor any employee, director or representative of the Company or of any of its Affiliates shall have any liability to Participants with respect to this Section 17.

 

9

Exhibit 10.10

THE BLACKSTONE GROUP INC.

NINTH AMENDED AND RESTATED BONUS DEFERRAL PLAN

Purpose

The Blackstone Group Inc., f.k.a. Blackstone Group L.P. (“Blackstone”), initially adopted the Blackstone Group L.P. Bonus Deferral Plan (the “First Plan”) as of December 17, 2007, representing a deferred compensation plan for certain eligible employees and senior managing directors of Blackstone and certain of its affiliates in order to provide such individuals with pre-tax deferred incentive compensation awards and thereby enhance the alignment of interests between such individuals and Blackstone and its affiliates. Blackstone previously amended and restated the First Plan, effective as of November 5, 2009, as the Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 14, 2010, as the Second Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 1, 2011, as the Third Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 1, 2012, as the Fourth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, and effective as of December 1, 2013, as the Fifth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, as the Sixth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 1, 2014, as the Seventh Amended and Restated Blackstone Group Inc. Bonus Deferral Plan, effective as of July 1, 2019, and as the Eighth Amended and Restated Blackstone Group Inc. Bonus Deferral Plan, effective as of December 1, 2019 (the First Plan and the subsequent amended and restated versions of the Bonus Deferral Plan, collectively, the “Prior Plans”). Blackstone is hereby further amending and restating the plan as this Ninth Amended and Restated Bonus Deferral Plan, effective as of May 7, 2021 (the “Plan”). This Plan governs Annual Bonuses (as defined below) earned in respect of 2021 and subsequent calendar years. Annual Bonuses earned in respect of years prior to 2021 are subject to the Prior Plan as in effect with respect to the relevant year for which such Annual Bonus was earned.

ARTICLE I.

DEFINITIONS

As used herein, the following terms have the meanings set forth below.

Affiliated Employer” means, except as provided under Section 409A of the Code and the regulations promulgated thereunder, any company or other entity that is related to Blackstone (including Blackstone Administrative Services Partnership L.P.) as a member of a controlled group of corporations in accordance with Section 414(b) of the Code or as a trade or business under common control in accordance with Section 414(c) of the Code.

Annual Bonus” means the annual bonus awarded to a Participant with respect to a given Fiscal Year under the applicable annual bonus plan, program, agreement or other arrangement (as designated by the Plan Administrator in its sole discretion); provided that a Participant’s Annual Bonus for purposes of this Plan shall exclude any bonus or other amount, the payment of which has been guaranteed or promised to the Participant at any time prior to the Annual Bonus Notification Date pursuant to any agreement, plan, program or other arrangement between the Participant and the Firm (a “Guaranteed Bonus”) unless the document evidencing


the Guaranteed Bonus expressly provides for the deferral of all or a specified portion of such Guaranteed Bonus, in which case such deferral will occur pursuant to the terms and conditions set forth in such document. Notwithstanding the foregoing, if the Plan Administrator determines that the deferral under the Plan of a Participant’s Guaranteed Bonus likely would result in the imposition of tax or penalties under Section 409A of the Code, the Participant’s Annual Bonus shall exclude such Guaranteed Bonus.

Annual Bonus Notification Date” means the date on which the Firm notifies a Participant of the amount of such Participant’s Annual Bonus (if any) for the relevant Fiscal Year.

BHP Units” means units, each of which consists of one partnership unit in each of Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite, and Blackstone Holdings IV L.P., a Québec société en commandite.

Board” means the board of directors of The Blackstone Group Inc., a Delaware corporation.

Bonus Deferral Amount” has the meaning set forth in Section 3.01(a).

Cause,” with respect to a Participant, has the meaning set forth in the Employment Agreement to which such Participant is a party.

Change in Control” means, with respect to the Firm, a “Change in Control” as defined under the Equity Incentive Plan, to the extent that such event also constitutes a “change of control” within the meaning of Section 409A of the Code and the regulations and Internal Revenue Service guidance promulgated thereunder.

Code” means the Internal Revenue Code of 1986, as amended.

Common Stock” means the common stock, par value $0.00001 per share, of Blackstone which are available for issuance under the Equity Incentive Plan.

Competitive Activity” means a Participant’s engagement in any activity that would constitute a violation of any non-competition covenants to which the Participant is subject under the Participant’s Employment Agreement, determined without regard to the actual duration of such non-competition covenants pursuant to the Employment Agreement.

Deferral Share” has the meaning set forth in Section 3.01(b).

Delivery Date” shall mean the date upon which shares of Common Stock (or, if applicable, BHP Units, cash or other securities) are delivered with respect to any Deferral Shares, as set forth in Section 5.01.

Disability” has the meaning as provided under Section 409A(a)(2)(C)(i) of the Code.

 

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Employment” means (i) a Participant’s employment if the Participant is an employee of Blackstone or any Affiliated Employer or (ii) a Participant’s services as a senior managing director of Blackstone or any Affiliated Employer if the Participant is a senior managing director.

Employment Agreement” means, with respect to a Participant, the Contracting Employment Agreement (including all schedules and exhibits thereto) or, with respect to a Participant who is a senior managing director, the Senior Managing Director Agreement (including all schedules and exhibits thereto), as applicable, to which such Participant is a party.

Equity Incentive Plan” means The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan or such other plan as the Plan Administrator may designate in its sole discretion.

Fair Market Value” shall have the meaning given to such term in the Equity Incentive Plan; provided that, with respect to a BHP Unit or other security, if the fair market value of such BHP Unit or other security cannot reasonably be determined pursuant to the foregoing definition, the Fair Market Value of such BHP Unit or other security shall be the value thereof as determined pursuant to a valuation made by the Plan Administrator in good faith and based upon a reasonable valuation method.

Firm” means Blackstone and each Participating Employer (individually or collectively as the context requires).

Fiscal Year” means the fiscal year of Blackstone.

Investment Date” means the January 1 immediately following the Fiscal Year in respect of which a Participant’s Annual Bonus is earned, which shall be the date on which such Participant’s Bonus Deferral Amount is deemed invested in shares of Common Stock in accordance with Section 3.01(b).

Participant” means a participant selected by the Plan Administrator in accordance with Section 2.01 hereof.

Participating Employer” means Blackstone and each Affiliated Employer (or division or unit of an Affiliated Employer) that is designated as a “Participating Employer” by the Plan Administrator and which adopts this Plan.

Person” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust, joint venture or enterprise or a governmental agency or political subdivision thereof.

Plan Account” has the meaning given to such term in Section 3.01(b).

Plan Administrator” means the Compensation Committee of the Board, or such subcommittee thereof or, if the Compensation Committee shall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated. Additionally, the Plan Administrator may delegate its authority under the Plan to any employee or group of employees of Blackstone or an Affiliate Employer; provided that such delegation is consistent with applicable law and guidelines established by the Board from time to time.

 

3


Retirement” means a Participant’s Separation from Service (whether voluntary or involuntary) after (i) the Participant has reached age sixty-five (65) and has at least five (5) full years of service with the Firm or (ii) (A) the Participant’s age plus years of service with the Firm totals at least sixty-five (65), (B) the Participant has reached age fifty-five (55) and (C) the Participant has had a minimum of five (5) years of service.

Separation from Service” means a Participant’s “separation from service” with the Firm within the meaning of Section 409A of the Code and the regulations thereunder.

Vesting Date” has the meanings set forth in Sections 4.01(b) and 6.01.

Vesting Period” has the meaning set forth in Section 4.01(b).

VWAP” means the 30-day volume weighted average trading price of a share of Common Stock (as reported on the national exchange on which the shares of Common Stock are listed on each such date) over the 30-day period (only counting trading days for shares of Common Stock) immediately preceding the relevant measurement date.

ARTICLE II.

PLAN PARTICIPATION

2.01. Plan Participation. Each Fiscal Year, on or prior to the Annual Bonus Notification Date for such Fiscal Year, the Plan Administrator, in its sole discretion, will select Participants from among the employees and senior managing directors of the Participating Employers and will notify such individuals that they have been selected to participate in the Plan for such Fiscal Year. The Plan Administrator may, in its sole discretion, establish different rules and/or sub-plans under the Plan (x) with respect to Participants based outside of the United States and Participants who are employees of, or other service providers for, a “nonqualified entity” within the meaning of Section 457A of the Code, in each case, in a manner intended to address tax, administrative and securities law considerations with respect to the Firm and such Participants or (y) on such terms as are approved by the Plan Administrator and communicated to the applicable Participants prior to or coincident with the Annual Bonus Notification Date. Such alternate rules and/or sub-plans may include, without limitation, different treatment with respect to timing of vesting and delivery of shares of Common Stock (or, if applicable, BHP Units, cash or other securities) under the Plan and may be set forth in Schedules to be attached hereto from time to time.

 

4


ARTICLE III.

DEFERRALS

3.01. Bonus Award Deferrals.

(a) With respect to a given Fiscal Year commencing with the Fiscal Year ending December 31, 2021, and for each Participant selected to participate in the Plan in accordance with Section 2.01 hereof, a portion of the Annual Bonus (excluding any portion thereof that is being separately deferred pursuant to this Plan or any other agreement, plan, program or other arrangement between the Participant and the Firm) for the Fiscal Year shall be deferred (his or her “Bonus Deferral Amount”) in accordance with the following table (or such other table that may be adopted by the Plan Administrator prior to or coincident with the Annual Bonus Notification Date):

 

Portion of Annual Bonus

   Marginal Deferral
Rate Applicable to
Such Portion
    Effective Deferral
Rate for Entire
Annual Bonus*
 

$0 - 100,000  

     0.0     0.0

$100,001 - 200,000  

     15.0     7.5

$200,001 - 500,000  

     20.0     15.0

$500,001 - 750,000  

     30.0     20.0

$750,001 - 1,250,000  

     40.0     28.0

$1,250,001 - 2,000,000  

     45.0     34.4

$2,000,001 - 3,000,000  

     50.0     39.6

$3,000,001 - 4,000,000  

     55.0     43.4

$4,000,001 - 5,000,000  

     60.0     46.8

$5,000,000 +

     65.0     52.8

 

*

Effective Deferral Rates are shown for illustrative purposes only and are based on an Annual Bonus equal to the maximum amount in the range shown in the far left column (which is assumed to be $7,500,000 for the last range shown).

For purposes of determining the Bonus Deferral Amount pursuant to the above table, (i) a Participant’s total annual incentive compensation shall be taken into account (including, without limitation, performance incentive fees earned in connection with Firm sponsored investment funds), although the Bonus Deferral Amount shall only reduce (but not below zero) the amount of the Annual Bonus otherwise payable in cash on a current basis and (ii) the amount subject to deferral pursuant to the above table shall be reduced (but not below zero) by an amount equal to the deemed pre-tax value (using an assumed 50% tax rate) of the Participant’s annual mandatory contributions to Firm sponsored investment funds with respect to the Fiscal Year for which the Annual Bonus was earned.

Notwithstanding the foregoing: (i) if a Participant’s Annual Bonus includes a Guaranteed Bonus, such Participant’s Bonus Deferral Amount shall be equal to (x) the portion of the Guaranteed Bonus which the document evidencing the Guaranteed Bonus states will be deferred, plus (y) a portion of the amount (if any) by which the Participant’s Annual Bonus exceeds his or her Guaranteed Bonus, determined pursuant to the table above and (ii) the Firm reserves the right to change the method by which a Participant’s Bonus Deferral Amount will be calculated with respect to any Annual Bonus by notifying the Participant in writing in advance of the Annual Bonus Notification Date for such Annual Bonus. Deferral of each Participant’s Bonus Deferral Amount for the relevant Fiscal Year shall be automatic and mandatory and shall occur immediately prior to the Investment Date for such Fiscal Year. The excess of the Participant’s Annual Bonus for the relevant Fiscal Year over his or her Bonus Deferral Amount for such Fiscal Year shall be paid to the Participant on such date and in the same manner as such Participant’s Annual Bonus would have been paid to him or her if he or she was not a Participant in the Plan with respect to such Fiscal Year.

 

5


(b) On the Investment Date, the Participant’s entire Bonus Deferral Amount corresponding to such Investment Date shall automatically and mandatorily be notionally invested in the number of shares of Common Stock (the Participant’s “Deferral Shares”) that is equal to such Bonus Deferral Amount divided by the VWAP of a share of Common Stock as of the corresponding Annual Bonus Notification Date, rounded up to the nearest whole number. The Firm will keep on its books and records an account for each Participant (his or her “Plan Account”), in which the Firm will record the number of Deferral Shares credited to such Participant.

ARTICLE IV.

VESTING

4.01. Vesting.

(a) Deferral Shares. Subject to Article VI, and except as otherwise provided in Sections 6.01(f) and 6.01(g), one-third of the Deferral Shares granted to a Participant in respect of a given Investment Date will vest (but will only be deliverable pursuant to Article V) on the January 1 that immediately follows the end of each of the first, second and third Fiscal Years after the Fiscal Year to which the relevant Annual Bonus relates, subject to the Participant remaining continuously Employed with the Firm through the applicable Vesting Date (or on such other vesting schedule selected by the Plan Administrator and communicated to the Participant prior to or coincident with the Annual Bonus Notification Date or as otherwise set forth in prior versions of this Plan). For the avoidance of doubt, Deferral Shares shall not be eligible for partial-year vesting.

(b) Vesting Date; Vesting Period. For purposes of this Plan, and except as otherwise provided in Sections 6.01(f) and 6.01(g), the date upon which all or a portion of a Participant’s Deferral Shares vest in accordance with the provisions of this Section 4.01 shall be referred to as the “Vesting Date” for such Deferral Shares. The period between the Investment Date in respect of which a Deferral Share is granted and the Vesting Date on which such Deferral Share vests in accordance with the provisions hereof shall be referred to as the “Vesting Period.”

ARTICLE V.

DELIVERY OF UNITS

5.01. Delivery Generally. The shares of Common Stock (or, if applicable, BHP Units, cash or other securities) underlying the Deferral Shares shall generally be delivered to Participants on a date intended to coincide with a date upon which the underlying shares of Common Stock (or, if applicable, BHP Units or other securities) may next be traded or converted by the Participant (subject to further restrictions due to Firm policies in place at such time) as set forth below:

(a) Window Period for Delivery of Deferral Shares. The “Delivery Date” for each Deferral Share shall be a date selected by the Plan Administrator which falls between the first February 1 and March 1 following the Vesting Date applicable to such Deferral Share.

 

6


(b) Form of Delivery. On the applicable Delivery Date, or as soon as reasonably practicable after such Delivery Date (but in no event more than ten (10) business days after such Delivery Date), the Firm shall issue to the Participant, in full settlement of the Firm’s obligations with respect to the deliverable portion of the Participant’s Deferral Shares, the number of shares of Common Stock subject to such Deferral Shares (or, at the Plan Administrator’s sole discretion, which will likely be only in rare occasions, an amount in cash equal to the VWAP of such number of shares of Common Stock as of the date of such payment). Notwithstanding the foregoing, if the Plan Administrator determines, in its sole discretion, that the issuance of shares of Common Stock may raise tax, securities law or administrative concerns to the Firm or the Participant, then distributions to such Participant hereunder shall not be made in shares of Common Stock but instead (in the Plan Administrator’s sole discretion, which will likely be only in rare occasions), may be made in BHP Units or other securities, as determined by the Plan Administrator.

5.02. Issuance of Units. The issuance of any shares of Common Stock (or, if applicable, BHP Units) to a Participant pursuant to the Plan shall be effectuated by recording the Participant’s ownership of such shares of Common Stock (or, if applicable, BHP Units) in a book-entry or similar system utilized by the Firm as soon as practicable following the Delivery Date applicable thereto. Any shares of Common Stock (or, if applicable, BHP Units) issued to a Participant hereunder will be held in an account administered by the Firm’s equity plan administrator or such other account as the Plan Administrator may determine in its discretion. No Participant shall have any rights as an owner with respect to any shares of Common Stock (or, if applicable, BHP Units) under the Plan prior to the date on which the Participant becomes entitled to delivery of such shares of Common Stock (or, if applicable, BHP Units) in accordance with Section 5.01. The Plan Administrator may, in its sole discretion, cause the Firm to defer the delivery of any shares of Common Stock (or, if applicable, BHP Units, cash or other securities) pursuant to this Plan as the Plan Administrator deems necessary to ensure compliance under federal or state securities laws or to avoid adverse tax or other consequences to the Firm or the Participant.

5.03. Taxes and Withholding. As a condition to any payment or distribution pursuant to this Plan, the Firm may require a Participant to pay such sum to the Firm as may be necessary to discharge the Firm’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, which the Firm reasonably expects will be imposed as a result of such payment or distribution. In the discretion of the Firm, the Firm may deduct or withhold such sum from such payment or distribution (including by deduction or withholding of shares of Common Stock (or, if applicable, BHP Units or other securities), provided that the amount the Firm deducts or withholds shall not (unless otherwise determined by the Plan Administrator) exceed the Firm’s minimum statutory withholding obligations. Alternatively, the Firm may elect to satisfy the tax withholding obligations by advancing and remitting its own funds on behalf of the Participant to the applicable tax authorities, in which case the Participant shall be required to repay such amounts to the Firm within 5 days of such remittance, together with interest thereon based on the Firm’s cost of funds as determined by Blackstone Treasury from time to time. As of November 5, 2009, this rate will equal the “prime rate” (as published in the Wall Street Journal) for JPMorgan Chase (or any successor) plus 500 basis points (or a comparable rate as determined by Blackstone or such Affiliate). In the event that the Firm plans to advance a tax withholding remittance on

 

7


behalf of the Participant as described in the preceding sentence, the Firm shall provide the Participant with reasonable advance notice to permit the Participant to remit the required funds in cash to the Firm prior to the required withholding date and thereby avoid the need to have the Firm advance its own funds to the tax authorities.

5.04. Liability for Payment. Each Participating Employer shall be liable for the amount of any distribution or payment owed to a Participant pursuant to Section 5.01 who is Employed by such Participating Employer during the relevant Vesting Period; provided, however, that in the event that a Participant is Employed by more than one Participating Employer during the relevant Vesting Period, each Participating Employer shall be liable for its allocable portion of such distribution or payment.

ARTICLE VI.

TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL

6.01. Termination of Employment. In the event that a Participant’s Employment with the Firm is terminated, or a Change in Control occurs, in either case prior to the Vesting Date or Delivery Date that would otherwise apply to any of such Participant’s Deferral Shares, vesting and delivery (if any) of such Deferral Shares shall be governed by this Section 6.01.

(a) Termination by the Firm For Cause. Upon termination of a Participant’s Employment by the Firm for Cause, such Participant’s Deferral Shares (vested and unvested) shall be forfeited without any payment.

(b) Termination by the Firm Without Cause. Upon termination of a Participant’s Employment with the Firm without Cause at such time as the Participant does not qualify for Retirement, such Participant’s unvested Deferral Shares shall immediately vest (in which case, the date of the Participant’s termination without Cause shall be referred to as the “Vesting Date” for such Deferral Shares) and be delivered to the Participant in accordance with Article V.

(c) Resignation. In the event that a Participant resigns from the Firm (and such resignation does not constitute Retirement), such Participant’s unvested Deferral Shares shall be forfeited without payment.

(d) Retirement. In the event of a Participant’s Retirement from the Firm, all of such Participant’s unvested Deferral Shares shall continue to vest in accordance with Article IV, and shall continue to be delivered to the Participant in accordance with Article V, as though the Participant remained continuously Employed with the Firm through the end of the Vesting Period; provided that if, following a termination of his or her Employment with the Firm as described in this Section 6.01(d), such Participant breaches any applicable provision of the Employment Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, such Participant’s Deferral Shares which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Plan Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting following Retirement, the Plan Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Employment Agreement or otherwise engaged in any Competitive Activity.

 

8


(e) Disability. In the event that a Participant’s Employment with the Firm is terminated due to the Participant’s Disability, such Participant’s unvested Deferral Shares shall immediately vest (in which case, the date of the Participant’s termination due to Disability shall be referred to as the “Vesting Date” for such Deferral Shares) and be delivered to the Participant in accordance with Article V.

(f) Death. In the event of a Participant’s death during his or her Employment with the Firm, or during the period following termination of Employment in which his or her Deferral Shares remain subject to vesting pursuant to this Section 6.01, such Participant’s Deferral Shares which remain unvested as of (and have not been forfeited prior to) the date of the Participant’s death shall immediately vest and, together with any previously vested but undelivered Deferral Shares, become deliverable to the Participant’s estate as of the date of the Participant’s death (in which case, the date of the Participant’s death shall be referred to as the “Vesting Date” for such Deferral Shares).

(g) Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, such Participant’s Deferral Shares which remain unvested as of the date of such Change in Control shall immediately vest and become deliverable as of the date of such Change in Control (in which case, the date of such Change in Control shall be referred to as the “Vesting Date” for such Deferral Shares).

(h) Section 409A: Separation from Service. References in this Section 6.01 to a Participant’s termination of Employment shall refer to the date upon which the Participant has a Separation from Service.

6.02. Nontransferability. No benefit under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance, other than by will or the laws of descent and distribution. Any attempt to violate the foregoing prohibition shall be void: provided, however, that a Participant may transfer or assign any vested interest hereunder in connection with estate planning and administration with the express written consent of the Plan Administrator.

ARTICLE VII.

ADMINISTRATION

7.01. Plan Administrator. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretionary authority to interpret the Plan, to make all legal and factual determinations and to determine all questions arising in the administration of the Plan, including without limitation the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. Each interpretation, determination or other action made or taken pursuant to the Plan by the Plan Administrator shall be final and binding on all persons.

7.02. Indemnification. The Plan Administrator shall not be liable to any Participant for any action or determination. The Plan Administrator shall be indemnified by the Firm against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan.

 

9


ARTICLE VIII.

AMENDMENTS AND TERMINATION

8.01. Modification; Termination. The Plan Administrator may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, to the extent permitted by Section 409A of the Code. No further deferrals will occur under the Plan after the effective date of any such suspension or termination. Following any such termination, the Participants’ Deferral Shares will continue to vest and be delivered, or be forfeited, as otherwise provided herein. Notwithstanding the foregoing, no alteration, amendment or modification of the Plan shall adversely affect the rights of the Participant in any amounts or units accrued by or credited to such Participant prior to such action without the Participant’s written consent unless the Plan Administrator determines, in its sole discretion, that such alternation, modification or amendment is necessary for the Plan to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

8.02. Required Delay. Notwithstanding any provision to the contrary, if pursuant to the provisions of Section 409A of the Code any distribution or payment is required to be delayed as a result of a Participant being deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any such distributions or payments under the Plan shall not be made or provided prior to the earlier of (A) the expiration of the six month period measured from the date of the Participant’s Separation from Service or (B) the date of the Participant’s death. Upon the expiration of such period, or the date of such Participant’s death, as applicable, all distributions or payments under the Plan delayed pursuant to this Section 8.02 shall be delivered or paid to the Participant (or the Participant’s estate, as applicable) in a lump sum, and any remaining distributions or payments due under the Plan shall be paid or delivered in accordance with the normal Delivery Dates specified for such distributions or payments herein.

ARTICLE IX.

GENERAL PROVISIONS

9.01. Unfunded Status of the Plan. The Plan is unfunded. A Participant’s rights under the Plan (if any) shall represent at all times an unfunded and unsecured contractual obligation of each Participating Employer that Employed Participant during the Vesting Periods and through the Delivery Dates applicable to such Participant’s Deferral Shares. Each Participant and his or her estate and/or beneficiaries (if any) will be unsecured creditors of each Participating Employer with which such Participant is or was Employed with respect to any obligations owed to such Participant, estate and/or beneficiaries under the Plan. Amounts deliverable or payable under the Plan will be satisfied solely out of the general assets of the applicable Participating Employer subject to the claims of its creditors. None of a Participant, his or her estate, his or her beneficiaries (if any) nor any other person shall have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. No Participating Employer will segregate any funds or assets to provide for any payment or

 

10


distribution under the Plan or issue any notes or security for any such distribution or payment. Any reserve or other asset that a Participating Employer may establish or acquire to assure itself of the funds to provide distributions or payments required under the Plan shall not serve in any way as security to any Participant or the estate or beneficiary of a Participant for the performance of the Participating Employer under the Plan.

9.02. No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Firm, (ii) interfere with or to limit in any way the Firm’s right to terminate the Employment of a Participant at any time, (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year or (iv) affect, supersede, amend or change the Employment Agreement (or any other agreement between the Participant and the Firm). In addition, selection of an individual as a Participant for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to participate in the Plan, or in any similar plan or program that may be established by the Firm, in respect of any future Fiscal Year.

9.03. No Stockholder or Ownership Rights Prior to Delivery of Shares; Dividend Equivalent Payments.

(a) Except as set forth in Section 9.03(b), Participants shall not have voting, dividend, cash distribution or any other rights as a holder of shares of Common Stock (or, if applicable, BHP Units) until the issuance or transfer thereof to the Participant. For the avoidance of doubt, Deferral Shares represent an unfunded and unsecured right to receive shares of Common Stock (or, if applicable, BHP Units, cash or other securities) on an applicable Delivery Date and, until such Delivery Date, the Participant shall have no ownership rights with respect to the shares of Common Stock, BHP Units, cash or other securities underlying such Deferral Shares.

(b) Participants shall be entitled to receive dividend equivalent payments paid on a current basis with respect to their outstanding Deferral Shares (whether vested or unvested) in form and amounts corresponding to the payments that such Participants would have received as dividend payments if they directly held the shares of Common Stock (or, if applicable, BHP Units) underlying such outstanding Deferral Shares on the relevant dividend payment date. A Participant’s right to receive such dividend equivalent payments with respect to Deferral Shares shall cease upon the forfeiture or settlement of such Deferral Shares.

9.04. Right to Offset. The Firm shall have the right to deduct from amounts owed to a Participant under the Plan the amount of any deficit, debt or other liability or obligation of any kind which the Participant may at that time have with respect to the Firm; provided, however, that no such right to deduct or offset shall arise or otherwise be deemed to arise until the date upon which shares of Common Stock (or, if applicable, BHP Units, cash or other securities) are deliverable or payable hereunder and any such deduction or offset shall be implemented in a manner intended to avoid subjecting the Participant to additional taxation under Section 409A of the Code.

 

11


9.05. Successors. The obligations of the Firm under this Plan shall be binding upon the successors of the Firm.

9.06. Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York.

9.07. Arbitration; Venue. Any dispute, controversy or claim between any Participant and the Firm arising out of or concerning the provisions of this Plan shall be finally resolved in accordance with the arbitration provisions (and the jurisdiction, venue and similar provisions related thereto) of the Employment Agreement to which such Participant is a party.

9.08. Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.

 

12

Exhibit 31.1

Chief Executive Officer Certification

I, Stephen A. Schwarzman, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of The Blackstone Group Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2021

 

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

Chief Executive Officer

Exhibit 31.2

Chief Financial Officer Certification

I, Michael S. Chae, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of The Blackstone Group Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2021

 

/s/ Michael S. Chae

Michael S. Chae
Chief Financial Officer

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Blackstone Group Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Schwarzman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2021

 

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman
Chief Executive Officer

 

*

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Blackstone Group Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael S. Chae, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2021

 

/s/ Michael S. Chae

Michael S. Chae
Chief Financial Officer

 

*

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.