Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249070
Registration No. 333-249070
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 2 DATED SEPTEMBER 15, 2021
TO THE PROSPECTUS DATED FEBRUARY 12, 2021
This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Blackstone Real Estate Income Trust, Inc., dated February 12, 2021 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "BREIT," "we," "us," or "our" refer to Blackstone Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.
The purposes of this Supplement are as follows:
•to provide an update to BREIT’s portfolio;
•to disclose the transaction price for each class of our common stock as of October 1, 2021;
•to disclose the calculation of our August 31, 2021 NAV per share for all share classes; and
•to provide an update on the status of our current public offering (the “Offering”).
Portfolio Update
For the month ended August 31, 2021, BREIT’s Class I NAV per share increased $0.30, from $12.90 as of July 31, 2021 to $13.20 as of August 31, 2021.1 This price movement reflects broad-based increases in the value of assets across our portfolio and particularly among our industrial and residential properties.
While we continue to closely monitor the spread of the Delta variant of COVID-19 in the U.S., we remain encouraged by the strong performance of our real estate portfolio, and we continue to identify differentiated opportunities to acquire high-quality, income-generating assets in growth markets. For example, on August 31, 2021, Blackstone and QTS Realty Trust (NYSE: QTS) announced the completion of the acquisition of QTS by affiliates of Blackstone Infrastructure Partners, BREIT, and Blackstone Property Partners for approximately $10 billion including debt, of which BREIT’s share was approximately $3.2 billion.
For more information on our Net Asset Value Calculation and Valuation Guidelines, please refer to page 183 of the Prospectus.
October 1, 2021 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of October 1, 2021 (and repurchases as of September 30, 2021) is as follows:
Transaction Price (per share) | ||||||||
Class S | $ | 13.2188 | ||||||
Class I | $ | 13.2019 | ||||||
Class T | $ | 13.0184 | ||||||
Class D | $ | 12.9906 |
The October 1 transaction price for each of our share classes is equal to such class’s NAV per share as of August 31, 2021. A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.
1 BREIT’s Class S NAV per share increased from $12.92 to $13.22, BREIT’s Class T NAV per share increased from $12.72 to $13.02 and BREIT’s Class D NAV per share increased from $12.71 to $12.99.
August 31, 2021 NAV per Share
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.breit.com and is made available on our toll-free, automated telephone line at (844) 702-1299. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV. All our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by our independent valuation advisor. Transactions or events have occurred since August 31, 2021 that could have a material impact on our NAV per share, upon which our transaction price is based. We have included a breakdown of the components of total NAV and NAV per share for August 31, 2021 along with the immediately preceding month.
Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, and Class D common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of August 31, 2021 ($ and shares in thousands):
Components of NAV | August 31, 2021 | |||||||
Investments in real estate | $ | 53,387,488 | ||||||
Investments in real estate debt | 6,628,898 | |||||||
Investments in unconsolidated entities | 4,302,511 | |||||||
Cash and cash equivalents | 684,916 | |||||||
Restricted cash | 2,265,436 | |||||||
Other assets | 3,714,790 | |||||||
Mortgage notes, term loans, and revolving credit facilities, net | (24,836,930) | |||||||
Secured financings on investments in real estate debt | (2,950,699) | |||||||
Subscriptions received in advance | (1,943,175) | |||||||
Other liabilities | (1,137,997) | |||||||
Accrued performance participation allocation | (731,766) | |||||||
Management fee payable | (40,839) | |||||||
Accrued stockholder servicing fees(1) | (10,932) | |||||||
Non-controlling interests in joint ventures | (1,058,315) | |||||||
Net asset value | $ | 38,273,386 | ||||||
Number of outstanding shares/units | 2,902,003 |
_____________
(1)Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of August 31, 2021, the Company has accrued under GAAP $954.2 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or re-allowed (paid) to, participating broker-dealers.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2021 ($ and shares/units in thousands, except per share/unit data):
Third-party | ||||||||||||||||||||||||||||||||||||||
Operating | ||||||||||||||||||||||||||||||||||||||
Class S | Class I | Class T | Class D | Partnership | ||||||||||||||||||||||||||||||||||
NAV Per Share/Unit | Shares | Shares | Shares | Shares | Units(1) | Total | ||||||||||||||||||||||||||||||||
Net asset value | $ | 13,554,960 | $ | 20,816,553 | $ | 689,739 | $ | 2,841,231 | $ | 370,903 | $ | 38,273,386 | ||||||||||||||||||||||||||
Number of outstanding shares/units | 1,025,428 | 1,576,784 | 52,982 | 218,714 | 28,095 | 2,902,003 | ||||||||||||||||||||||||||||||||
NAV Per Share/Unit as of August 31, 2021 | $ | 13.2188 | $ | 13.2019 | $ | 13.0184 | $ | 12.9906 | $ | 13.2019 |
_____________
(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partner, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the August 31, 2021 valuations, based on property types.
Property Type | Discount Rate | Exit Capitalization Rate | ||||||||||||
Residential(1) | 6.8% | 4.9% | ||||||||||||
Industrial | 6.1% | 5.0% | ||||||||||||
Net lease | 6.9% | 6.3% | ||||||||||||
Hospitality | 9.1% | 9.5% | ||||||||||||
Data Center | 5.9% | 5.2% | ||||||||||||
Self Storage | 7.0% | 5.4% | ||||||||||||
Office | 6.6% | 5.4% | ||||||||||||
Retail | 7.3% | 5.8% |
____________
(1)Residential includes student housing, manufactured housing, and single family rental.
These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
Residential | Industrial | Net Lease | Hospitality | Data Center | Self Storage | Office | Retail | |||||||||||||||||||||||||||||||||||||||||||||||||
Hypothetical | Investment | Investment | Investment | Investment | Investment | Investment | Investment | Investment | ||||||||||||||||||||||||||||||||||||||||||||||||
Input | Change | Values | Values | Values | Values | Values | Values | Values | Values | |||||||||||||||||||||||||||||||||||||||||||||||
Discount Rate | 0.25% decrease | +1.9% | +1.4% | +1.8% | +1.7% | +1.9% | +2.5% | +1.9% | +1.8% | |||||||||||||||||||||||||||||||||||||||||||||||
(weighted average) | 0.25% increase | (1.9)% | (2.5)% | (1.7)% | (1.7)% | (1.9)% | (1.2)% | (1.9)% | (1.8)% | |||||||||||||||||||||||||||||||||||||||||||||||
Exit Capitalization Rate | 0.25% decrease | +3.5% | +3.0% | +2.3% | +1.4% | +3.4% | +2.9% | +3.3% | +2.6% | |||||||||||||||||||||||||||||||||||||||||||||||
(weighted average) | 0.25% increase | (3.2)% | (3.9)% | (2.1)% | (1.3)% | (3.0)% | (2.8)% | (3.0)% | (2.5)% |
Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, and Class D common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of July 31, 2021 ($ and shares in thousands):
Components of NAV | July 31, 2021 | |||||||
Investments in real estate | $ | 49,704,135 | ||||||
Investments in real estate debt | 6,394,604 | |||||||
Investments in unconsolidated entities | 2,198,930 | |||||||
Cash and cash equivalents | 551,959 | |||||||
Restricted cash | 2,195,217 | |||||||
Other assets | 3,700,034 | |||||||
Mortgage notes, term loans, and revolving credit facilities, net | (24,415,997) | |||||||
Secured financings on investments in real estate debt | (1,099,824) | |||||||
Subscriptions received in advance | (1,890,536) | |||||||
Other liabilities | (1,313,970) | |||||||
Accrued performance participation allocation | (579,594) | |||||||
Management fee payable | (37,251) | |||||||
Accrued stockholder servicing fees(1) | (10,160) | |||||||
Non-controlling interests in joint ventures | (401,393) | |||||||
Net asset value | $ | 34,996,154 | ||||||
Number of outstanding shares/units | 2,715,261 |
__________
(1)Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of July 31, 2021, the Company has accrued under GAAP $893.3 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of July 31, 2021 ($ and shares/units in thousands, except per share/unit data):
Third-party | ||||||||||||||||||||||||||||||||||||||
Operating | ||||||||||||||||||||||||||||||||||||||
Class S | Class I | Class T | Class D | Partnership | ||||||||||||||||||||||||||||||||||
NAV Per Share/Unit | Shares | Shares | Shares | Shares | Units(1) | Total | ||||||||||||||||||||||||||||||||
Net asset value | $ | 12,610,561 | $ | 18,831,056 | $ | 659,242 | $ | 2,533,640 | $ | 361,655 | $ | 34,996,154 | ||||||||||||||||||||||||||
Number of outstanding shares/units | 976,110 | 1,459,899 | 51,838 | 199,376 | 28,038 | 2,715,261 | ||||||||||||||||||||||||||||||||
NAV Per Share/Unit as of July 31, 2021 | $ | 12.9192 | $ | 12.8989 | $ | 12.7174 | $ | 12.7079 | $ | 12.8989 |
____________
(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partnership, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.
Status of our Current Public Offering
We are currently offering on a continuous basis up to $24.0 billion in shares of common stock, consisting of up to $20.0 billion in shares in our primary offering and up to $4.0 billion in shares pursuant to our distribution reinvestment plan. As of the date of this Supplement, we had issued and sold in the Offering (i) 770,337,842 shares of our common stock (consisting of 329,394,466 Class S Shares, 327,544,167 Class I Shares, 8,300,820 Class T Shares, and 105,098,389 Class D Shares) in the primary offering for total proceeds of $9.4 billion and (ii) 27,579,012 shares of our common stock (consisting of 14,228,292 Class S Shares, 9,882,821 Class I Shares, 787,141 Class T Shares, and 2,680,758 Class D Shares) pursuant to our distribution reinvestment plan for a total value of $0.3 billion. As of August 31, 2021, our aggregate NAV was $38.3 billion. We intend to continue selling shares in the Offering on a monthly basis.