Business Context and Reporting Period
This Form 8-K Current Report was filed by The Blackstone Group Inc. on September 29, 2020. The filing documents the entry into material definitive agreements regarding a new debt offering by the company's indirect subsidiary, Blackstone Holdings Finance Co. L.L.C.
Key Financial Metrics and Debt Issuance
The company completed an offering of $900 million in aggregate principal amount of senior notes, structured as follows:
- 2031 Notes: $500 million aggregate principal amount with a coupon rate of 1.600% per annum, maturing on March 30, 2031.
- 2050 Notes: $400 million aggregate principal amount with a coupon rate of 2.800% per annum, maturing on September 30, 2050.
Interest on both series is payable semiannually in arrears, commencing March 30, 2021. 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 its specified indirect subsidiaries (the Guarantors).
Material Changes and Terms
The filing details the execution of the Fifteenth and Sixteenth Supplemental Indentures to the Base Indenture dated August 20, 2009. Key terms include:
- Redemption: Prior to three months before maturity (for 2031 Notes) or six months before maturity (for 2050 Notes), the notes may be redeemed at a make-whole price. Thereafter, they may be redeemed at par plus accrued interest.
- Change of Control: If a change of control repurchase event occurs, the Issuer must repurchase the notes at 101% of the aggregate principal amount plus accrued interest.
- Covenants: The Indenture includes limitations on incurring indebtedness secured by liens on voting stock or profit-participating equity interests of subsidiaries, as well as restrictions on mergers, consolidations, or asset sales.
- Default: Events of default allow the Trustee or holders of at least 25% of the outstanding notes to declare the notes immediately due and payable. Bankruptcy or insolvency events trigger automatic acceleration.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue outlook, or management commentary regarding future operating performance. The notes were offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933 and have not been registered under the Securities Act. The primary risks disclosed relate to the standard covenants and events of default associated with the new debt obligations.
Investor Verification Checklist
- Verify the full text of the Fifteenth and Sixteenth Supplemental Indentures (Exhibits 4.2 and 4.4) for specific covenant limitations.
- Review the press release (Exhibit 99.1) for details on the use of proceeds from the $900 million offering.
- Confirm the current status of the Guarantors and their ability to meet the joint and several guarantee obligations.
- Monitor the company's liquidity position to ensure compliance with the new debt service requirements starting March 30, 2021.