BX 8-K
Blackstone Inc. (BX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 3, 2025, Blackstone Inc. (“Blackstone”), Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., each indirect subsidiaries of Blackstone (collectively with Blackstone, the “Guarantors”), and Blackstone Reg Finance Co. L.L.C., an indirect subsidiary of Blackstone (the “Issuer”), entered into (i) a supplemental indenture (the “Second Supplemental Indenture”) to the indenture, dated as of December 6, 2024 (the “Base Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the offering by the Issuer of $600,000,000 aggregate principal amount of its 4.300% Senior Notes due 2030 (the “2030 Notes”) and (ii) a supplemental indenture (the “Third Supplemental Indenture” and, together with the Base Indenture and Second Supplemental Indenture, the “Indenture”) to the Base Indenture with the Trustee, relating to the offering by the Issuer of $600,000,000 aggregate principal amount of its 4.950% Senior Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, by an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-283540) filed with the Securities and Exchange Commission on December 2, 2024 (the “Registration Statement”).
The 2030 Notes bear interest at a rate of 4.300% per annum, accruing from November 3, 2025. The 2036 Notes bear interest at a rate of 4.950% per annum, accruing from November 3, 2025. Interest on the 2030 Notes is payable semiannually in arrears on May 3 and November 3 of each year, commencing on May 3, 2026. Interest on the 2036 Notes is payable semiannually in arrears on February 15 and August 15 of each year, commencing on February 15, 2026. The 2030 Notes will mature on November 3, 2030 and the 2036 Notes will mature on February 15, 2036. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable.
Prior to October 3, 2030 in the case of the case of the 2030 Notes (one month prior to the maturity date of the 2030 Notes) the 2030 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at the make-whole redemption price set forth in the Notes plus any accrued and unpaid interest on the 2030 Notes redeemed to, but not including, the date of redemption. On or after October 3, 2030 (one month prior to the maturity date of the 2030 Notes), the 2030 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest on the 2030 Notes redeemed to, but not including, the date of redemption.
Prior to November 15, 2035 in the case of the 2036 Notes (three months prior to the maturity date), the 2036 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at the make-whole redemption price set forth in the Notes plus any accrued and unpaid interest on the Notes redeemed to, but not including, the date of redemption. On or after November 15, 2035 (three months prior to the maturity date of the 2036 Notes), the 2036 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest on the 2036 Notes redeemed to, but not including, the date of redemption.
If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.
The preceding is a summary of the terms of the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the form of the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the Second Supplemental Indenture attached hereto as Exhibit 4.2, the Third Supplemental Indenture attached hereto as Exhibit 4.3 and the form of the Notes attached hereto as Exhibits 4.4 and 4.5, respectively, each of which is incorporated herein by reference as though they were fully set forth herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
Underwriting Agreement
On October 28, 2025, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Issuer, the Guarantors and BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters listed in Schedule I thereto. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Press Release
On November 3, 2025, Blackstone issued a press release announcing the completion of its previously announced offering of $1,200,000,000 aggregate principal amount of Senior Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The notes were offered pursuant to the Registration Statement.
Opinions of Counsel
Copies of the opinions of Simpson Thacher & Bartlett LLP and Gowling WLG (Canada) LLP, counsel to the Issuer and the Guarantors, relating to the legality of the Notes and the Guarantees are filed as Exhibits 5.1 and 5.2 hereto, respectively.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits. (d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 3, 2025
| Blackstone Inc. | ||
| By: |
/s/ Victoria Portnoy | |
| Name: |
Victoria Portnoy | |
| Title: |
Managing Director – Assistant Secretary | |
Exhibit 1.1
BLACKSTONE REG FINANCE CO. L.L.C.
$600,000,000 4.300% SENIOR NOTES DUE 2030
$600,000,000 4.950% SENIOR NOTES DUE 2036
UNDERWRITING AGREEMENT
October 28, 2025
October 28, 2025
BofA Securities, Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
c/o Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036
c/o RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
As Representatives of the several Underwriters named in Schedule I hereto (the “Representatives”)
Ladies and Gentlemen:
Blackstone Reg Finance Co. L.L.C., a Delaware limited liability company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) $600,000,000 aggregate principal amount of its 4.300% Senior Notes due 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of its 4.950% Senior Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”) registered under the Registration Statement referred to in Section 1(a) below. The Notes are to be issued pursuant to the provisions of an indenture, dated as of December 6, 2024 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the second supplemental indenture thereto relating to the 2030 Notes, to be dated as of the Closing Date (as defined below) (the “Second Supplemental Indenture”), and as further supplemented by the third supplemental indenture thereto relating to the 2036 Notes, to be dated as of the Closing Date (the “Third Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental
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Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Notes will be the Company’s direct, unsecured and unsubordinated obligations and rank equally in right of payment with all of its existing and future unsecured unsubordinated indebtedness and senior to any of its subordinated indebtedness and will be effectively subordinated to all of its secured indebtedness to the extent of the value of the assets securing that indebtedness. The Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis as to the payment of principal and interest by 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 III L.P., a Québec société en commandite (“Blackstone Holdings III”), Blackstone Holdings IV L.P., a Québec société en commandite (“Blackstone Holdings IV”), Blackstone Holdings AI L.P., a Delaware limited partnership (“Blackstone Holdings AI” and, together with Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV, the “Blackstone Holdings Partnerships”) and Blackstone Inc., a Delaware corporation (the “Corporation” and, together with the Blackstone Holdings Partnerships, the “Guarantors” and, together with the Company, the “Blackstone Parties”) (such guarantees, the “Guarantees” and, together with the Notes, the “Securities”).
The Blackstone Parties have prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement,” as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-283540), covering the public offering and sale of certain securities of the Blackstone Parties, including the Securities, under the Securities Act, which automatic shelf registration statement became effective under Rule 462(e) of the Securities Act. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act (“Form S-3”) and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”), is referred to herein as the “Registration Statement”; provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2), including the exhibits and schedules thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each preliminary prospectus supplement and the base prospectus used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 immediately prior to the Time of Sale (as defined below), are collectively referred to herein as a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Blackstone Parties will prepare and file a final prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act Regulations (“Rule 424(b)”). The final prospectus supplement and the base prospectus, in the form first furnished or made available to the Underwriters for use in connection with the offering and sale of the Securities, including the documents incorporated or deemed to be
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incorporated by reference therein pursuant to Item 12 of Form S-3 immediately prior to the Time of Sale, are collectively referred to herein as the “Final Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).
As used in this Agreement:
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined in Rule 405) relating to the Securities that is (i) required to be filed with the Commission or (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.
“Time of Sale Prospectus” means the most recent Preliminary Prospectus that is distributed to prospective investors prior to the Time of Sale, as amended and supplemented by the final term sheet or sheets relating to the Securities set forth in Schedule II (the “Final Term Sheet”) and any other Issuer Free Writing Prospectus listed in Schedule III hereto.
“Time of Sale” means 3:50 P.M., New York City time, on October 28, 2025 or such other time as agreed by the Corporation and the Representatives.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Final Prospectus, as the case may be, prior to the Time of Sale; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to include the filing of any document under the Securities Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Final Prospectus, as the case may be, at or after the Time of Sale.
1. Representations and Warranties. Each of the Blackstone Parties jointly and severally represents and warrants to, and agrees with, each of the Underwriters that:
(a) The Blackstone Parties meet the requirements for use of Form S-3. The Registration Statement is an automatic shelf registration statement under Rule 405, became effective upon the filing thereof with the Commission and remains effective as of the Date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act, no notice of objection of the Commission to the use of the Registration Statement has been received by any of the Blackstone Parties, no order preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to any of the Blackstone Parties’
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knowledge, contemplated. The Blackstone Parties have complied with each request (if any) from the Commission for additional information. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
The Registration Statement, at the time of its effectiveness or the effectiveness of the most recent post-effective amendment thereto, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), the Time of Sale and the Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and the Trust Indenture Act. Each Preliminary Prospectus and the Final Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Time of Sale and the Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and the Trust Indenture Act, and each Preliminary Prospectus and the Final Prospectus are identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) The Registration Statement, at the time of its effectiveness or the effectiveness of the most recent post-effective amendment thereto, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and the Time of Sale, did not, and on the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus at the Time of Sale did not, and on the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Final Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or on the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection (b) shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information furnished to the Blackstone Parties by any Underwriter through the Representatives expressly for use therein.
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(c) No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Final Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Each Issuer Free Writing Prospectus, when considered together with the Time of Sale Prospectus and the Final Prospectus, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection (c) shall not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Blackstone Parties by any Underwriter through the Representatives specifically for use therein.
Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration Statement by the Blackstone Parties or any person acting on their behalf (within the meaning, for this paragraph only, of paragraph (c) of Rule 163 of the Securities Act (“Rule 163(c)”)) has been filed with the Commission in accordance with the exemption provided by Rule 163(c) and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163(c).
Except for the Final Term Sheet, identified in Schedule II hereto, and the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto and furnished to you before first use, the Blackstone Parties have not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
(d) (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Blackstone Parties or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, (D) at the date of this Agreement and (E) at the Time of Sale, the Corporation was and is a “well-known seasoned issuer,” as defined in Rule 405.
(e) (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B) at the earliest time thereafter that any of the Blackstone Parties or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Securities, (C) at the date of this Agreement and (D) at the Time of Sale, none of the Blackstone Parties was or is an “ineligible issuer,” as defined in Rule 405
(f) The Company has been duly organized, is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization, has the limited liability company power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Corporation and its Subsidiaries (as defined below), taken as a whole (whether singly or in the aggregate, a “Material Adverse Effect”).
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(g) The Corporation has been duly organized, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to have such power and authority or to be so qualified or be in good standing, would not have a Material Adverse Effect.
(h) Each of the Blackstone Holdings Partnerships has been duly organized, is validly existing as a limited partnership in good standing under the laws of the State of Delaware or a Québec société en commandite in good standing under the laws of the Province of Quebec, as the case may be, has the limited partnership power and authority to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to have such power and authority or to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.
(i) Each subsidiary of the Corporation, including without limitation, each of Blackstone Holdings I/II GP L.L.C., a Delaware corporation (“Blackstone Holdings I/II General Partner”), Blackstone Holdings III GP L.P., a Delaware limited partnership (“Blackstone Holdings III General Partner”), and Blackstone Holdings IV GP L.P., a Québec société en commandite (“Blackstone Holdings IV General Partner” and, together with Blackstone Holdings I/II General Partner and Blackstone Holdings III General Partner, the “Blackstone Holdings General Partners”), and each of the subsidiaries of the Blackstone Holdings Partnerships, but not including the Blackstone Funds (as defined below) or their portfolio companies or investments (each a “Subsidiary” and, collectively, the “Subsidiaries”) and each of the Blackstone Funds, has been duly organized, is validly existing as a corporation, limited liability company, general or limited partnership, trust or other business entity, as applicable, in good standing (to the extent such concept exists in the jurisdiction in question) under the laws of the jurisdiction of its organization, has the corporate, limited liability company, partnership, trust or other entity power and authority, as applicable, to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus and is duly qualified to transact business and is in good standing (to the extent such concept exists in the jurisdiction in question) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to have such power and authority or to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. “Blackstone Funds” means, collectively, all Funds (as defined below) (excluding their portfolio companies and investments (and special purpose entities formed to acquire any
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such portfolio companies and investments)) (i) sponsored or promoted by any of the Subsidiaries, (ii) for which any of the Subsidiaries acts as a general partner or managing member (or in a similar capacity) or (iii) for which any of the Subsidiaries acts as an investment adviser or investment manager; and “Fund” means any collective investment vehicle (whether open-ended or closed-ended) including, without limitation, an investment company, a general and limited partnership, a trust, a company or other business entity organized in any jurisdiction that provides for management fees or “carried interest” (or other similar profits allocations) to be borne by investors therein.
(j) All of the issued shares of capital stock, partnership interests, member interests or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid (in the case of any Subsidiaries that are organized as limited liability companies, limited partnerships or other business entities, to the extent required under the applicable limited liability company, limited partnership or other organizational agreement) and non-assessable (except in the case of interests held by general partners or similar entities under the applicable laws of other jurisdictions, in the case of any Subsidiaries that are organized as limited liability companies, as such non-assessability may be affected by Section 18-607 or Section 18-804 of the Delaware Limited Liability Company Act or similar provisions under the applicable laws of other jurisdictions or the applicable limited liability company agreement and, in the case of any Subsidiaries that are organized as limited partnerships, as such non-assessability may be affected by Section 17-607 or Section 17-804 of the Delaware Revised Uniform Limited Partnership Act or similar provisions under the applicable laws of other jurisdictions or the applicable limited partnership agreement), and, to the extent owned directly or indirectly by the Corporation, are owned free and clear of all liens, encumbrances, equities or claims, except in each case as disclosed in the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
(k) This Agreement has been duly authorized, executed and delivered by each Blackstone Party.
(l) The Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and legally binding obligations of the Company, enforceable against it in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.
(m) The Guarantees of each Guarantor have been duly authorized by such Guarantor, and when the Notes are executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Guarantee of each Guarantor will be the valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will be entitled to the benefits of the Indenture.
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(n) The Indenture has been duly authorized by the Company and each of the Guarantors and, when the Second Supplemental Indenture and the Third Supplemental Indenture are each executed and delivered by the Company and each of the Guarantors, the Indenture will be a valid and legally binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.
(o) The execution and delivery by each Blackstone Party of, and the performance by each Blackstone Party of its obligations under this Agreement, the Indenture and the Securities (collectively, the “Transaction Documents”), as applicable, does not and will not, as applicable, contravene (i) any provision of applicable law, (ii) any provision of the organizational documents of any Blackstone Party or any other Subsidiary, (iii) any agreement or other instrument binding upon any Blackstone Party, any other Subsidiary or any of the Blackstone Funds, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over any Blackstone Party or any other Subsidiary, except in the case of clauses (i), (ii) (in the case of the Subsidiaries), (iii) and (iv) above, where such contravention would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of any Blackstone Party to consummate the transactions contemplated by the Transaction Documents; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the applicable Blackstone Party of its obligations under the Transaction Documents, except (i) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Securities and (ii) for any such consents, approvals, authorizations, orders or qualifications the absence of which would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of any Blackstone Party to consummate the transactions contemplated by the Transaction Documents.
(p) None of the Blackstone Parties is (i) in violation of its organizational documents, (ii) in violation of, or in default in the performance or observance of, any agreement or other instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation of any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Blackstone Parties, except in the case of clauses (ii) and (iii) for such violations or defaults that would not reasonably be expected to have a Material Adverse Effect.
(q) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations, properties or stockholders’ equity of the Corporation and its Subsidiaries, taken as a whole, from that included or incorporated by reference in the Time of Sale Prospectus.
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(r) There are no legal or governmental proceedings pending or, to the knowledge of the Blackstone Parties, threatened to which the Corporation, any of the Subsidiaries or any of the Blackstone Funds is a party or to which any of the properties of the Corporation, any of the Subsidiaries or any of the Blackstone Funds is subject (i) other than proceedings accurately disclosed in all material respects in the Time of Sale Prospectus and the Final Prospectus and proceedings that would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of any Blackstone Party to perform its obligations under the Transaction Documents or to consummate the transactions contemplated by the Transaction Documents or (ii) that would be required to be disclosed in the Time of Sale Prospectus and the Final Prospectus that are not so disclosed; and there are no statutes, regulations, contracts or other documents that would be required to be disclosed in the Time of Sale Prospectus or the Final Prospectus that are not so disclosed.
(s) Each of the Blackstone Parties and the Blackstone Holdings General Partners is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as disclosed in the Final Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(t) The Corporation and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and none of the Corporation or any of the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business, except in each case as would not reasonably be expected to have a Material Adverse Effect and except as disclosed in the Time of Sale Prospectus and the Final Prospectus.
(u) The Corporation, the Subsidiaries and the Blackstone Funds possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except as disclosed in the Time of Sale Prospectus and the Final Prospectus or as would not reasonably be expected to have a Material Adverse Effect, and none of the Corporation, any of the Subsidiaries or any of the Blackstone Funds has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which would reasonably be expected have a Material Adverse Effect, except as disclosed in the Time of Sale Prospectus and the Final Prospectus; each of the Corporation, the Subsidiaries and the Blackstone Funds, and each of their respective directors, officers, partners and employees, is a member in good standing of each federal, state or foreign exchange, board of trade, clearing house, association, self-regulatory or similar organization, as applicable, in each case as are necessary to conduct the businesses of the Corporation, the Subsidiaries and the Blackstone Funds, except as disclosed in the Time of Sale Prospectus and the Final Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
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(v) The Corporation has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Time of Sale Prospectus and the Final Prospectus, since the end of the Corporation’s most recent audited fiscal year, there has been no change in the Corporation’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Corporation’s internal control over financial reporting.
(w) The Corporation is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and with which the Corporation is required to comply.
(x) The historical consolidated financial statements (including the related notes) of the Corporation included or incorporated by reference in the Registration Statement, Time of Sale Prospectus and the Final Prospectus comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position, the consolidated results of operations and the consolidated changes in cash flows of the Corporation as of the dates and for the periods indicated in conformity with accounting principles generally accepted in the United States of America (“GAAP”); the selected historical financial data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent in all material respects with that of the audited consolidated financial statements of the Corporation incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus; and the financial statements of the Company in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus present fairly in all material respects the financial position, the results of operations and the changes in cash flows of the Company as of the dates and for the period indicated in conformity with GAAP.
(y) Deloitte & Touche LLP, whose reports are filed with the Commission and incorporated by reference into the Time of Sale Prospectus and the Final Prospectus, is and, during the periods covered by their reports, was an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the published rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States).
(z) To the knowledge of the Blackstone Parties, the offering, sale, issuance and distribution of securities by the Blackstone Funds have been made in compliance with the Securities Act and the securities laws of any state or foreign jurisdiction applicable with respect thereto, except as would not reasonably be expected to have a Material Adverse Effect.
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(aa) The statements set forth in the Time of Sale Prospectus and the Final Prospectus under the captions “Description of the Notes” and “Description of Debt Securities and Guarantees,” insofar as they purport to constitute a summary of the terms of the Securities, are accurate in all material respects.
(bb) The statements made in each of the Time of Sale Prospectus and the Final Prospectus under the caption “Certain United States Federal Income Tax Consequences,” insofar as they purport to constitute summaries of certain provisions of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects.
(cc) The statistical and market and industry-related data included or incorporated by reference in the Time of Sale Prospectus and the Final Prospectus are based on or derived from sources that the Corporation reasonably believes to be reliable and accurate in all material respects.
(dd) Each of the Corporation, the Subsidiaries and the Blackstone Funds (i) that is required to be in compliance with, or registered, licensed or qualified pursuant to, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder, the Investment Company Act, and the rules and regulations promulgated thereunder, or the U.K. Financial Services and Markets Act 2000 and the rules and regulations promulgated thereunder, is in compliance with, or registered, licensed or qualified pursuant to, such laws, rules and regulations (and such registration, license or qualification is in full force and effect), to the extent applicable, except as disclosed in the Time of Sale Prospectus and the Final Prospectus or where the failure to be in such compliance or so registered, licensed or qualified would not reasonably be expected to have a Material Adverse Effect; or (ii) that is required to be registered, licensed or qualified as a broker-dealer or as a commodity trading advisor, a commodity pool operator or a futures commission merchant or any or all of the foregoing, as applicable, is so registered, licensed or qualified in each jurisdiction where the conduct of its business requires such registration, license or qualification (and such registration, license or qualification is in full force and effect), and is in compliance with all applicable laws requiring any such registration, licensing or qualification, except as disclosed in the Time of Sale Prospectus and the Final Prospectus or where the failure to be so registered, licensed, qualified or in compliance would not reasonably be expected to have a Material Adverse Effect.
(ee) None of the Corporation, any of the Subsidiaries or any of the Blackstone Funds, nor, to the knowledge of the Blackstone Parties, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation, any of the Subsidiaries or any of the Blackstone Funds, has violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977.
(ff) The operations of the Corporation, the Subsidiaries and the Blackstone Funds are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
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issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation, any of the Subsidiaries or any of the Blackstone Funds with respect to the Money Laundering Laws is pending or, to the knowledge of the Blackstone Parties, threatened, except as would not reasonably be expected to have a Material Adverse Effect.
(gg) None of the Corporation, the Subsidiaries, the Blackstone Funds or, to the knowledge of the Blackstone Parties, any of their respective directors, officers, agents, employees or affiliates, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), the European Union or His Majesty’s Treasury (collectively, “Sanctions”); and the Company and the Corporation will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Blackstone Funds or any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule I hereto opposite its name at a purchase price of 99.217% and 99.254% for the 2030 Notes and the 2036 Notes, respectively, of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from November 3, 2025 to the Closing Date (as defined in Section 4 hereof).
3. Terms of Offering. You have advised the Company that the Underwriters will make an offering of the Securities purchased by the Underwriters hereunder as soon as practicable after this Agreement is entered into as set forth in the Time of Sale Prospectus and the Final Prospectus.
4. Payment and Delivery. Payment for the Securities shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on November 3, 2025, or at such other time on the same or such other date, not later than five business days after such date, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”
It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
The Securities shall be in global form, as specified by the Representatives, and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and delivery. Delivery of the Securities shall be made through the facilities of The Depository Trust Company, unless the Representatives shall otherwise instruct.
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5. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Blackstone Parties contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Blackstone Parties made in any certificates pursuant to the provisions hereof, to the performance by the Blackstone Parties of their respective obligations hereunder and to the following additional conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) Each Preliminary Prospectus, each Issuer Free Writing Prospectus and the Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) (without reliance on Rule 424(b)(8) and Rule 433, as applicable), within the applicable time period prescribed for such filing by, and in compliance with, the rules and regulations under the Securities Act and in accordance with Section 6(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Corporation’s knowledge, contemplated; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company, the Corporation or the Blackstone Holdings Partnerships or any of the securities of the Company, the Corporation or the Blackstone Holdings Partnerships by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act; and
(iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Corporation and its Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.
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(b) The Underwriters shall have received on the Closing Date:
(i) a certificate, dated the Closing Date and signed by an executive officer of the Corporation, on behalf of the Blackstone Parties, to the effect that the representations and warranties of the Blackstone Parties contained in this Agreement are true and correct as of the Closing Date and that the Blackstone Parties have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date; and
(ii) if required, a certificate dated on or before the Closing Date and signed by the chief financial officer of the Corporation substantially in the form attached hereto as Exhibit A.
The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date the opinion and letter of Simpson Thacher & Bartlett LLP, counsel for the Blackstone Parties, dated the Closing Date, substantially in the forms attached hereto as Exhibits B-1 and B-2, respectively.
(d) The Underwriters shall have received on the Closing Date an opinion of Gowling WLG (Canada) LLP, special Québec counsel for the Blackstone Parties, dated the Closing Date, substantially in the form attached hereto as Exhibit C.
(e) The Underwriters shall have received on the Closing Date an opinion and letter of John G. Finley, Chief Legal Officer of the Corporation, dated the Closing Date, substantially in the forms attached hereto as Exhibits D-1 and D-2, respectively.
(f) The Underwriters shall have received on the Closing Date an opinion of Mayer Brown LLP, counsel for the Underwriters, dated the Closing Date, covering such matters as you may reasonably request, and the Blackstone Parties shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
The opinions of Simpson Thacher & Bartlett LLP, Gowling WLG (Canada) LLP, and John G. Finley described in Sections 5(c), 5(d) and 5(e) above shall be rendered to the Underwriters at the request of the Blackstone Parties and shall so state therein.
(g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Prospectus and the Final Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof.
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(h) The Blackstone Parties shall have furnished the Underwriters such additional documents and certificates as the Underwriters or counsel for the Underwriters may reasonably request.
6. Covenants of the Blackstone Parties. Each of the Blackstone Parties covenants with each Underwriter as follows:
(a) To prepare the Final Prospectus in relation to the Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, including the filing of any report or statement with the Commission that is incorporated by reference therein, after the date hereof and prior to the Closing Date for the Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after the Closing Date and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to obtain as soon as possible the withdrawal of such order; and (v) to pay the required Commission filing fees relating to the Securities within the time periods required by Rule 456 of the Securities Act;
(b) To furnish to you, without charge, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement (and in any event prior to closing) and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Prospectus, the Final Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.
(c) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Blackstone Parties and not to use or refer to any proposed Issuer Free Writing Prospectus to which you reasonably object.
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(d) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Underwriters, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Prospectus in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Final Prospectus so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the circumstances when the Final Prospectus is delivered to a purchaser, be misleading or so that the Final Prospectus, as amended or supplemented, will comply with applicable law.
(f) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Blackstone Parties’ counsel and the Blackstone Parties’ accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Prospectus, the Time of Sale Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Blackstone Parties and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Underwriters, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum and a Canadian “wrapper” in connection with the offer and sale of the Securities under state securities laws and the securities laws of Canada and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum and a Canadian “wrapper,” (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any,
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incurred in connection with the admission of the Securities for trading in any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar, the paying agent or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Blackstone Parties relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Blackstone Parties, travel and lodging expenses of the representatives and officers of the Blackstone Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement, (x) the required Commission filing fees relating to the Securities, and (xi) all other costs and expenses incident to the performance of the obligations of the Blackstone Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.
(h) To make generally available (which may be satisfied by the filing of such statement with the Commission on its EDGAR system) to its securityholders as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement, an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder;
(i) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder;
(j) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.
(k) Not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any unlawful stabilization or manipulation of the price of the Securities.
The Company also agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities of any of the Blackstone Parties or warrants to purchase debt securities of any of the Blackstone Parties substantially similar to the Securities (other than the sale of the Securities under this Agreement).
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7. Covenants of the Underwriters; Offering Restrictions. Each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than (x) the Final Term Sheet and (y) one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities and that would not constitute an Issuer Free Writing Prospectus, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus. The Underwriters acknowledge and agree that, except for information consistent in all material respects with the Final Term Sheet and except as may be set forth in Schedule II or III, the Company has not authorized or approved any “issuer information” (as defined in Rule 433(h) under the Securities Act) for use in any free writing prospectus prepared by or on behalf of the Underwriters.
8. Indemnity and Contribution.
(a) The Blackstone Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or caused by (i) any untrue statement or alleged untrue statement of a material fact contained the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Final Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Final Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Blackstone Parties in writing by such Underwriter through the Representatives expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Blackstone Party, its directors, its officers and each person, if any, who controls any Blackstone Party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Blackstone Parties to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Blackstone Parties in writing by such Underwriter through you expressly for use in the Preliminary Prospectus, the Time of Sale Prospectus, prepared by or on behalf of, used by, or referred to by the Blackstone Parties, any free written prospectus or any amendment or supplement thereto.
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(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings 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 such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 8(a), and by the Blackstone Parties, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party 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 party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior 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 indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include an admission of fault by the indemnified party.
(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Blackstone Parties on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the
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Blackstone Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Blackstone Parties on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by any Blackstone Party and the total discounts and commissions received by the Underwriters bear to the aggregate offering price of the Securities. The relative fault of the Blackstone Parties on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by any Blackstone Party or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.
(e) The Blackstone Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section 8, the provisions in Section 6(g), Section 10 (last paragraph) and the representations, warranties and other statements of the Blackstone Parties contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of any Blackstone Party, its officers or directors or any person controlling any Blackstone Party and (iii) acceptance of and payment for any of the Securities.
21
9. Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, either of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Blackstone Parties shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States of America shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Final Prospectus.
10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Time of Sale Prospectus, the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Blackstone Party to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Blackstone Party shall be unable to perform its obligations under this Agreement (which, for the purposes of this Section 10, shall not include termination by the Underwriters under the items (i), (iii), (iv) or (v) of Section 9), Blackstone Parties, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
22
11. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Blackstone Parties and the Underwriters with respect to the preparation of the Preliminary Prospectus, the Time of Sale Prospectus, the Final Prospectus, the conduct of the offering, and the purchase and sale of the Securities.
The Blackstone Parties acknowledge that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Blackstone Parties or any other person and none of the activities of the Underwriters constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to the Company, (ii) the Underwriters owe the Blackstone Parties only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Blackstone Parties. The Blackstone Parties (x) waive to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the Blackstone Parties has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.
12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Facsimile: (212) 901-7881, Email: [email protected]; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Facsimile: (646) 291-1469; Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Debt Capital Markets Syndicate, Email: [email protected]; Morgan Stanley & Co. LLC, 1585
23
Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division; and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management/Scott Primrose; Telephone: (212) 618-7706; Email: [email protected]; and if to any Blackstone Party shall be delivered, mailed or sent to Blackstone Inc., 345 Park Avenue, New York, New York 10154, Attention: Chief Legal Officer.
16. WAIVER OF JURY TRIAL. THE COMPANY AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
17. Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party hereto irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.
18. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
24
(c) For purposes of this Section 18, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature pages follow.]
25
| Very truly yours, | ||
| Blackstone Reg Finance Co. L.L.C. | ||
| By: | /s/ Eric Liaw | |
| Name: Eric Liaw | ||
| Title: Senior Managing Director – Treasurer | ||
| Blackstone Holdings I L.P. | ||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
| Blackstone Holdings II L.P. | ||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
[Signature Page to Underwriting Agreement]
| Blackstone Holdings AI L.P. | ||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
| 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: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
[Signature Page to Underwriting 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: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
| Blackstone Inc. | ||
| By: | /s/ Michael S. Chae | |
| Name: Michael S. Chae | ||
| Title: Chief Financial Officer | ||
[Signature Page to Underwriting Agreement]
| Accepted as of the date hereof | ||
| By: | BofA Securities, Inc. | |
| By: | /s/ Zara Kwan | |
| Name: | Zara Kwan | |
| Title: | Managing Director |
| By: | Citigroup Global Markets Inc. | |
| By: | /s/ Adam D. Bordner | |
| Name: | Adam D. Bordner | |
| Title: | Managing Director |
| By: | Deutsche Bank Securities Inc. | |
| By: | /s/ Josh Warren | |
| Name: | Josh Warren | |
| Title: | Managing Director |
| By: | /s/ Mary Hardgrove | |
| Name: | Mary Hardgrove | |
| Title: | Managing Director |
| By: | Morgan Stanley & Co. LLC | |
| By: | /s/ Hector Vazquez | |
| Name: | Hector Vazquez | |
| Title: | Executive Director |
[Signature Page to Underwriting Agreement]
| By: | RBC Capital Markets, LLC | |
| By: | /s/ Peter Spinelli | |
| Name: Peter Spinelli | ||
| Title: Managing Director | ||
[Signature Page to Underwriting Agreement]
Schedule I
| Underwriter |
Principal Amount of 2030 Notes to be Purchased |
Principal Amount of 2036 Notes to be Purchased |
||||||
| BofA Securities, Inc. |
$ | 80,000,000 | $ | 80,000,000 | ||||
| Citigroup Global Markets Inc. |
$ | 80,000,000 | $ | 80,000,000 | ||||
| Deutsche Bank Securities Inc. |
$ | 80,000,000 | $ | 80,000,000 | ||||
| Morgan Stanley & Co. LLC |
$ | 80,000,000 | $ | 80,000,000 | ||||
| RBC Capital Markets, LLC |
$ | 80,000,000 | $ | 80,000,000 | ||||
| Blackstone Securities Partners L.P. |
$ | 80,000,000 | $ | 80,000,000 | ||||
| Barclays Capital Inc. |
$ | 8,877,000 | $ | 8,877,000 | ||||
| J.P. Morgan Securities LLC |
$ | 8,876,000 | $ | 8,876,000 | ||||
| Wells Fargo Securities, LLC |
$ | 8,877,000 | $ | 8,877,000 | ||||
| BNP Paribas Securities Corp. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| CIBC World Markets Corp. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| Goldman Sachs & Co. LLC |
$ | 6,213,000 | $ | 6,213,000 | ||||
| HSBC Securities (USA) Inc. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| MUFG Securities Americas Inc. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| SG Americas Securities, LLC |
$ | 6,213,000 | $ | 6,213,000 | ||||
| SMBC Nikko Securities America, Inc. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| TD Securities (USA) LLC |
$ | 6,213,000 | $ | 6,213,000 | ||||
| Truist Securities, Inc. |
$ | 6,213,000 | $ | 6,213,000 | ||||
| UBS Securities LLC |
$ | 6,213,000 | $ | 6,213,000 | ||||
| Academy Securities, Inc. |
$ | 2,840,000 | $ | 2,840,000 | ||||
| ANZ Securities, Inc. |
$ | 2,840,000 | $ | 2,840,000 | ||||
| BMO Capital Markets Corp. |
$ | 2,840,000 | $ | 2,840,000 | ||||
| BNY Mellon Capital Markets, LLC |
$ | 2,840,000 | $ | 2,840,000 | ||||
| Loop Capital Markets LLC |
$ | 2,840,000 | $ | 2,840,000 | ||||
| Mizuho Securities USA LLC |
$ | 2,840,000 | $ | 2,840,000 | ||||
| R. Seelaus & Co., LLC |
$ | 2,840,000 | $ | 2,840,000 | ||||
Schedule I
| Santander US Capital Markets LLC |
$ | 2,840,000 | $ | 2,840,000 | ||||
| Scotia Capital (USA) Inc. |
$ | 2,840,000 | $ | 2,840,000 | ||||
| Standard Chartered Bank |
$ | 2,840,000 | $ | 2,840,000 | ||||
| U.S. Bancorp Investments, Inc. |
$ | 2,840,000 | $ | 2,840,000 | ||||
|
|
|
|
|
|||||
| Total: |
$ | 600,000,000 | $ | 600,000,000 | ||||
|
|
|
|
|
Schedule I
Schedule II
Final Term Sheet
Blackstone Reg Finance Co. L.L.C.
$600,000,000 4.300% Senior Notes due 2030
$600,000,000 4.950% Senior Notes due 2036
Pricing Term Sheet
October 28, 2025
The information in this pricing term sheet relates to Blackstone Reg Finance Co. L.L.C.’s offering of $600,000,000 of its 4.300% Senior Notes due 2030 and $600,000,000 of its 4.950% Senior Notes due 2036 (the “Offering”) and should be read together with the preliminary prospectus supplement dated October 28, 2025 relating to the Offering (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated December 2, 2024, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with Registration Statement No. 333-283540. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement or the accompanying prospectus. Terms not defined in this pricing term sheet have the meanings given to such terms in the Preliminary Prospectus Supplement. All references to dollar amounts are references to U.S. dollars.
| Issuer: | Blackstone Reg Finance Co. L.L.C. | |||
| Guarantors: | Blackstone 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. | ||||
| Denominations: | $2,000 x $1,000 | |||
| Expected Ratings (Outlook)*: | [Intentionally omitted] | |||
| Legal Format: | SEC Registered | |||
| Interest Accrual Date: | November 3, 2025 | |||
| Settlement Date (T+4)**: | November 3, 2025 | |||
| Pricing Date: | October 28, 2025 | |||
| Title of Securities: | 4.300% Senior Notes due 2030 | 4.950% Senior Notes due 2036 | ||
| Principal Amount Offered: | $600,000,000 | $600,000,000 | ||
| Maturity Date: | November 3, 2030 | February 15, 2036 | ||
D-2
| Coupon: | 4.300% per year | 4.950% per year | ||
| Interest Payment Dates: | May 3 and November 3, commencing on May 3, 2026 |
February 15 and August 15, commencing on February 15, 2026 | ||
| Benchmark Treasury: | 3.625% due September 30, 2030 | 4.250% due August 15, 2035 | ||
| Benchmark Treasury Price and | ||||
| Yield: | 100-02; 3.611% | 102-04+; 3.983% | ||
| Spread to Benchmark Treasury: | T + 73 bps | T + 98 bps | ||
| Reoffer Yield: | 4.341% | 4.963% | ||
| Issue Price: | 99.817% | 99.904% | ||
| Proceeds (before expenses and underwriters’ discount): | $598,902,000 | $599,424,000 | ||
| Make-Whole Call: | T + 15 bps prior to October 3, 2030 | T + 15 bps prior to November 15, 2035 | ||
| Par Call: | On or after October 3, 2030 (one month prior to maturity date) | On or after November 15, 2035 (three months prior to maturity date) | ||
| CUSIP / ISIN: | 092914AB6 / US092914AB66 | 092914AC4 / US092914AC40 | ||
| Joint Book-Running Managers: | BofA Securities, Inc. | |||
| Citigroup Global Markets Inc. | ||||
| Deutsche Bank Securities Inc. | ||||
| Morgan Stanley & Co. LLC | ||||
| RBC Capital Markets, LLC | ||||
D-2
| Co-Managers: | Blackstone Securities Partners L.P. Barclays Capital Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. CIBC World Markets Corp. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. MUFG Securities Americas Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Academy Securities, Inc. ANZ
Securities, Inc. | |||
| Conflicts of Interest: | Blackstone Securities Partners L.P., as a subsidiary of Blackstone Inc., is deemed to have a “conflict of interest” within the meaning of Rule 5121 (Public Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Rule 5121 imposes certain requirements on a FINRA member participating in the public offering of securities of an issuer if there is a conflict of interest and/or if that issuer controls, is controlled by, or is under common control with, the FINRA member. This offering is being made in compliance with the requirements of Rule 5121. In compliance with Rule 5121, Blackstone Securities Partners L.P. will not sell any of our securities to a discretionary account unless it has received specific written approval from the account holder in accordance with Rule 5121. The appointment of a “qualified independent underwriter” is not necessary in connection with this offering. | |||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | We expect that delivery of the notes will be made against payment therefore on or about the closing date, which will be on or about the fourth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+4”). Under Rule 15c6-l of the Exchange Act, trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+4, to specify alternate arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor. |
Blackstone Inc. has filed a registration statement (including a prospectus and related prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus for this offering in that registration statement, and the documents incorporated by reference therein that Blackstone Inc. has filed with the SEC for more complete information about Blackstone Inc., the issuer, the guarantors and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus by contacting BofA Securities, Inc. toll-free at 1-800-294-1322 or by email at [email protected]; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Deutsche Bank Securities Inc. at 1-800-503-4611; Morgan Stanley & Co. LLC at 1-866-718-1649; and RBC Capital Markets, LLC at 1-866-375-6829.
Any disclaimers or notices that may appear on this Pricing Term Sheet below the text of this legend are not applicable to this Pricing Term Sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Term Sheet being sent via, or posted on, Bloomberg or another electronic mail system.
D-2
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 3, 2025
Supplementing that Certain
INDENTURE
Dated as of December 6, 2024
Among
BLACKSTONE REG FINANCE CO. L.L.C.,
THE GUARANTOR PARTIES HERETO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
4.300% Senior Notes due 2030
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I Issuance of Securities |
2 | |||
| SECTION 1.1. Issuance of Notes; Principal Amount; Maturity; Title |
2 | |||
| SECTION 1.2. Interest |
2 | |||
| SECTION 1.3. Relationship with Base Indenture |
3 | |||
| ARTICLE II Definitions and Other Provisions of General Application |
3 | |||
| SECTION 2.1. Definitions |
3 | |||
| ARTICLE III Security Forms |
9 | |||
| SECTION 3.1. Form Generally |
9 | |||
| SECTION 3.2. Form of Note |
9 | |||
| ARTICLE IV Remedies |
20 | |||
| SECTION 4.1. Events of Default |
20 | |||
| SECTION 4.2. Waiver of Past Defaults |
20 | |||
| ARTICLE V Redemption of Securities |
21 | |||
| SECTION 5.1. Optional Redemption |
21 | |||
| ARTICLE VI Particular Covenants |
21 | |||
| SECTION 6.1. Liens |
21 | |||
| SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event |
22 | |||
| SECTION 6.3. Financial Reports |
23 | |||
| ARTICLE VII Supplemental Indentures |
24 | |||
| SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes |
24 | |||
| SECTION 7.2. Supplemental Indentures with Consent of Holders of Notes |
24 | |||
| ARTICLE VIII Defeasance |
26 | |||
| SECTION 8.1. Covenant Defeasance |
26 | |||
| ARTICLE IX Miscellaneous |
26 | |||
| SECTION 9.1. Execution as Supplemental Indenture |
26 | |||
i
| SECTION 9.2. Not Responsible for Recitals or Issuance of Notes |
26 | |||
| SECTION 9.3. Separability Clause |
27 | |||
| SECTION 9.4. Successors and Assigns |
27 | |||
| SECTION 9.5. Execution and Counterparts |
27 | |||
| SECTION 9.6. Electronic Signatures |
27 | |||
| SECTION 9.7. Governing Law |
27 | |||
| SECTION 9.8. FATCA |
28 |
ii
This Second Supplemental Indenture, dated as of November 3, 2025 (the “Second Supplemental Indenture”), among Blackstone Reg Finance Co. L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 345 Park Avenue, New York, New York 10154 (the “Company”), the Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of December 6, 2024, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this Second Supplemental Indenture, the “Indenture”).
RECITALS OF THE COMPANY
The Company and the Guarantors have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from time to time of one or more series of the Company’s senior unsecured debt securities (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture, and the Guarantees thereof by the Guarantors;
Sections 901 (9) and 901 (12) of the Base Indenture provide, among other things, that the Company, the Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purposes of (a) establishing the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Base Indenture and (b) adding to or changing any of the provisions to the Base Indenture in certain circumstances;
The Company desires to create a series of Securities designated as its “4.300% Senior Notes due 2030” pursuant to the terms of this Second Supplemental Indenture;
The Company has duly authorized the execution and delivery of this Second Supplemental Indenture and the Notes to be issued from time to time, as provided for in the Indenture;
Each Guarantor has duly authorized its Guarantee of the Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Second Supplemental Indenture;
All things necessary have been done to make this Second Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its terms and to make the Notes, when executed by the Company and authenticated and delivered under the Indenture and duly issued by the Company, the valid and legally binding obligations of the Company; and
All things necessary have been done to make the Guarantees, upon execution and delivery of this Second Supplemental Indenture, the valid and legally binding obligations of each Guarantor and to make this Second Supplemental Indenture a valid and legally binding agreement of each Guarantor, in accordance with its terms.
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ARTICLE I
Issuance of Securities
SECTION 1.1. Issuance of Notes; Principal Amount; Maturity; Title.
(1) On November 3, 2025, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Notes substantially in the form set forth in Section 3.2 below, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture and this Second Supplemental Indenture, and with such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the execution of such Notes.
(2) The Initial Notes to be issued pursuant to the Indenture shall be issued in the aggregate principal amount of $600,000,000 and shall mature on November 3, 2030 (the “Stated Maturity”), unless the Notes are redeemed prior to that date as described in Section 5.1. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $600,000,000, except for Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The Company may, without the consent of the Holders, issue additional Notes as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP numbers and ISIN numbers as the Initial Notes (“Additional Notes”), but such Additional Notes may be offered at a different offering price or have a different issue date, initial interest accrual date or initial Interest Payment Date than the Initial Notes; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and ISIN number.
(3) The Notes shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
(4) Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the “4.300% Senior Notes due 2030” of the Company (as amended or supplemented from time to time, that are issued under the Indenture, including both the Initial Notes and the Additional Notes, if any, the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Base Indenture.
SECTION 1.2. Interest.
(1) Interest on a Note will accrue at the per annum rate of 4.300% (the “Note Interest Rate”), from and including the date specified on the face of such Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be paid on the basis of a 360-day year comprised of twelve 30-day months.
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(2) The Company shall pay interest on the Notes semi-annually in arrears on May 3 and November 3 of each year (each, an “Interest Payment Date”), commencing May 3, 2026.
(3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Notes at the close of business on the Regular Record Date.
(4) Amounts due on the Stated Maturity or earlier Redemption Date of the Notes will be payable at the Corporate Trust Office. The Company shall make payments of principal, premium, if any, and interest or the Repurchase Price in connection with a Change of Control Repurchase Event in respect of the Notes in book-entry form to DTC in immediately available funds, while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in accordance with the procedures of DTC and its participants in effect from time to time. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company shall be required to maintain a Paying Agent in each Place of Payment for the Notes. Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Note. However, the Company may require Holders of the Notes to pay any taxes or other governmental charges in connection with a transfer or exchange of Notes.
(5) If any Interest Payment Date, Stated Maturity, or earlier Redemption Date or Repurchase Price Payment Date falls on a day that is not a Business Day in The City of New York, the Company shall make the required payment of principal, premium, if any, and/or interest or Repurchase Price in connection with a Change of Control Repurchase Event on the next succeeding Business Day as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date, Stated Maturity or earlier Redemption Date or Repurchase Price Payment Date, as the case may be, to such next succeeding Business Day.
SECTION 1.3. Relationship with Base Indenture.
The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Second Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture will govern and be controlling.
ARTICLE II
Definitions and Other Provisions of General Application
SECTION 2.1. Definitions.
For all purposes of this Second Supplemental Indenture (except as herein otherwise expressly provided or unless the context of this Second Supplemental Indenture otherwise requires):
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(1) any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Second Supplemental Indenture;
(2) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;
(3) “including” means including without limitation;
(4) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Second Supplemental Indenture.
The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Second Supplemental Indenture otherwise requires) for all purposes of this Second Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1. All other terms used in this Second Supplemental Indenture that are defined in the Base Indenture, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Second Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture, as in force at the date of this Second Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture and this Second Supplemental Indenture shall have the meaning assigned to such term in this Second Supplemental Indenture.
“Additional Notes” has the meaning specified in Section 1.1(2).
“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.
“Base Indenture” has the meaning specified in the preamble hereto.
“Below Investment Grade Rating Event” means the rating on the Notes is lowered in respect of a Change of Control and the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60 day period the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
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“Business Day” means any day that is not Saturday or Sunday or any other day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York.
“Change of Control” means the occurrence of the following:
| (1) | the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Credit Group to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than to a Continuing Blackstone Entity; or |
| (2) | the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than a Continuing Blackstone Entity, becomes (A) the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a controlling interest in (i) the Corporation or (ii) one or more Guarantors comprising all or substantially all of the assets of the Credit Group and (B) entitled to receive a Majority Economic Interest in connection with such transaction. |
“Change of Control Offer” has the meaning specified in Section 6.2(1).
“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.
“Clearstream” means Clearstream Banking, S.A.
“Commission” means the U.S. Securities and Exchange Commission or any successor entity.
“Company” has the meaning specified in the preamble hereto.
“Continuing Blackstone Entity” means any entity that, immediately prior to and immediately following any relevant date of determination, is directly or indirectly controlled by one or more senior managing directors or other personnel of the Corporation who, as of any date of determination (i) each has devoted substantially all of his or her business and professional time to the activities of the Credit Parties and/or their Subsidiaries during the 12-month period immediately preceding such date and (ii) directly or indirectly controls a majority of the general partner interests (or other similar interests) in the Corporation or any successor entity.
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“Corporate Trust Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted (or any successor division or unit), which office is located as of the date of this Second Supplemental Indenture at The Bank of New York Trust Company, 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, Attention: Corporate Trust, Email: [email protected], or at any other time at such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).
“Corporation” means Blackstone Inc.
“Covenant Defeasance” has the meaning specified in Section 8.1.
“Credit Parties” means the Company and the Guarantors.
“DTC” means The Depository Trust Company, a New York corporation.
“Euroclear” means Euroclear Bank, SA/NV.
“Event of Default” has the meaning specified in Section 4.1.
“FATCA” shall mean Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions that are substantively comparable), any regulations or agreements thereunder or official interpretations thereof, or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law, regulation or other official guidance implementing such an intergovernmental agreement).
“FATCA Withholding Tax” shall mean any tax withheld or deducted pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code or otherwise imposed pursuant to FATCA.
“Fitch” means Fitch Ratings Inc. or any successor thereto.
“Indenture” has the meaning specified in the preamble hereto.
“Initial Notes” means Notes in an aggregate principal amount of $600,000,000, initially issued under this Second Supplemental Indenture in accordance with Section 1.1(2).
“Interest Payment Date” has the meaning specified in Section 1.2(2).
“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
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“Majority Economic Interest” means any right or entitlement to receive more than 50% of the equity distributions or partner allocations (whether such right or entitlement results from the ownership of partner or other equity interests, securities, instruments or agreements of any kind) made to all holders of partner or other equity interests in the Credit Group (other than entities within the Credit Group).
“Note Interest Rate” has the meaning specified in Section 1.2(1).
“Notes” has the meaning specified in Section 1.1(4).
“Par Call Date” means October 3, 2030.
“Permitted Liens” means (a) liens on voting stock or profit participating equity interests of any Subsidiary existing at the time such entity becomes a direct or indirect Subsidiary of the Corporation or is merged into a direct or indirect Subsidiary of the Corporation (provided such liens are not created or incurred in connection with such transaction and do not extend to any other Subsidiary), and (b) statutory liens, liens for taxes or assessments or governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in good faith and (c) other liens of a similar nature as those described above.
“Prospectus Supplement” means the Company’s prospectus supplement, dated as of October 28, 2025, relating to the Notes.
“Rating Agency” means:
| (1) | each of Fitch and S&P; and |
| (2) | if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch or S&P, or both, as the case may be. |
“Registrar” means the Registrar for the Notes, which shall initially be The Bank of New York Mellon Trust Company, N.A., or any successor entity thereof, subject to replacement as set forth in the Base Indenture.
“Regular Record Date” for interest payable in respect of any Note on any Interest Payment Date means April 18 and October 19 prior to the relevant Interest Payment Date (whether or not a Business Day).
“Repurchase Price” has the meaning specified in Section 6.2(1).
“Repurchase Price Payment Date” has the meaning specified in Section 6.2(3)(iii).
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“S&P” means S&P Global Ratings a division of S&P Global Inc. and its successors.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date for the notes being redeemed (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date of the Notes being redeemed, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
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The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
“Trustee” has the meaning specified in the preamble hereto.
“Second Supplemental Indenture” has the meaning specified in the preamble hereto.
ARTICLE III
Security Forms
SECTION 3.1. Form Generally.
(1) The Notes shall be in substantially the form set forth in Section 3.2 of this Article III, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture and this Second Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistent herewith, be determined by the Officer executing such Notes, as evidenced by the execution thereof. All Notes shall be in fully registered form. The Trustee may authenticate the Notes by manual, facsimile or electronic signature; provided, however, that any electronic signature is a true representation of such signatory’s actual signature.
(2) The Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes.
(3) Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons. Each such Global Security shall be duly executed by the Company, authenticated and delivered by the Trustee and shall be registered in the name of DTC, as Depositary, or its nominee, and deposited with the Trustee, as custodian for DTC. Beneficial interests in the Global Securities will be shown on, and transfers will only be made through, the records maintained by DTC and its participants and indirect participants, including Clearstream and the Euroclear System.
SECTION 3.2. Form of Note.
[FORM OF FACE OF NOTE]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY
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TRUST COMPANY (“DTC”) OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
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BLACKSTONE REG FINANCE CO. L.L.C.
4.300% SENIOR NOTE DUE 2030
| No. | Principal Amount (US)$[ ] |
CUSIP NO.
ISIN.
Blackstone Reg Finance Co. L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Second Supplemental Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of United States Dollars (U.S. $_______), as increased or decreased by the Schedule of Increases or Decreases In the Global Note attached hereto, on November 3, 2030 and to pay interest thereon, from November 3, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Interest Payment Date, which shall be May 3 and November 3 of each year, commencing May 3, 2026, at the per annum rate of 4.300%, or as such rate may be adjusted pursuant to the terms hereof, per annum (the “Note Interest Rate”), until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Second Supplemental Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be April 18 and October 19 prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the Second Supplemental Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the Second Supplemental Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Payment of principal of, and premium, if any, and interest on this Note and the Repurchase Price in connection with a Change of Control Repurchase Event will be made at the Corporate Trust Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. With respect to Global Securities, the Company will make such payments by wire transfer of immediately available funds to DTC, or its nominee, as registered owner of the Global Securities. With respect to certificated Notes, the Company will make such payments by wire transfer of immediately available funds to a United States Dollar account maintained in New York, New York to each Holder of an aggregate principal amount of Notes in excess of U.S. $5,000,000 that has furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date. If a Holder of a certificated Note (i) does not furnish such wire instructions as provided in the preceding sentence or (ii) holds U.S. $5,000,000 or less aggregate principal amount of Notes, the Company will make such payments by mailing a check to such Holder’s registered address.
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Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature; provided, however, that any electronic signature is a true representation of such signatory’s actual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| BLACKSTONE REG FINANCE CO. L.L.C. | ||
| By: | ||
| Name: | ||
| Title: | ||
Attest:
| BLACKSTONE REG FINANCE CO. L.L.C. | ||
| By: | ||
| Name: | ||
| Title: | ||
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
| By: |
||
| Authorized Signatory |
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[FORM OF REVERSE OF NOTE]
Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its “4.300% Senior Notes due 2030” (herein called the “Notes”), issued under a Second Supplemental Indenture, dated as of November 3, 2025 (the “Second Supplemental Indenture”), to an indenture, dated as of December 6, 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and herein with the Second Supplemental Indenture, collectively, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $600,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The Second Supplemental Indenture pursuant to which this Note is issued provides that Additional Notes may be issued thereunder.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern.
Optional Redemption. Prior to October 3, 2030, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to the greater of:
(1) 100% of the principal amount of any Notes being redeemed, and
(2) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption Date,
plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.
On or after October 3, 2030, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Any notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a securities offering or other corporate transaction.
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Change of Control Repurchase Event. In the event of a Change of Control Repurchase Event, unless the Company has exercised its option to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes, plus any accrued and unpaid interest, if any, pursuant to the provisions of Section 6.2 of the Second Supplemental Indenture.
Global Security. If this Note is a Global Security, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.
Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of the amount of principal so declared due and payable, all obligations of the Company in respect of the payment of the principal of and interest on the Notes shall terminate.
No Holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.
The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any, or interest hereon, on or after the respective due dates expressed herein.
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Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Note affected.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof) the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
Registration and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the Security Register. Upon surrender for registration of transfer of this Note at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture and subject to certain limitations therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes of any authorized denominations and of like tenor and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed (if so required by the Company or the Trustee), or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.
Guarantee. As expressly set forth in the Base Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances specified in the Base Indenture.
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Electronic Signatures. Notwithstanding anything in the Indenture or this Note to the contrary, the words “execution,” “signed,” “signature,” and words of like import in this Note or in any other certificate, agreement or document related to this Note, including, without limitation, the Indenture, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), so long as any electronic signature is a true representation of such signatory’s actual signature. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Governing Law. THE INDENTURE, THIS SECURITY AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE GUARANTORS AND THE TRUSTEE AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, AND THE COMPANY, THE GUARANTORS AND HOLDERS OF THE SECURITIES BY PURCHASE OF THEIR SECURITY AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SECURITIES, MAY BE INSTITUTED, BROUGHT AND ENFORCED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR, OTHER THAN WITH RESPECT TO A CAUSE OF ACTION ARISING UNDER THE SECURITIES ACT, IF SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, THE SUPREME COURT OF NEW YORK COUNTY (COMMERCIAL DIVISION) IN THE STATE OF NEW YORK OF THE STATE OF NEW YORK), WHICH WILL BE THE EXCLUSIVE FORUM FOR ANY SUCH ACTIONS, SUITS OR PROCEEDINGS, EXCEPT THAT ANY ACTION, SUIT OR PROCEEDING ASSERTING A CAUSE OF ACTION ARISING UNDER THE EXCHANGE ACT MAY ALSO BE BROUGHT AND ENFORCED IN ANY FEDERAL DISTRICT COURT OF THE UNITED STATES, WHICH WILL BE THE EXCLUSIVE FORUM FOR SUCH ACTIONS, SUITS OR PROCEEDINGS. THE COMPANY, THE GUARANTORS AND THE HOLDERS OF THE SECURITIES BY PURCHASE OF THEIR SECURITY WILL BE DEEMED TO HAVE CONSENTED TO THE JURISDICTION OF SUCH COURTS AND HAVE WAIVED ANY OBJECTION THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM FOR ANY SUCH SUIT, ACTION OR PROCEEDING.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM (= tenant in common) |
| TEN ENT (= tenants by the entireties (Cust)) |
| JT TEN (= joint tenants with right of survivorship and not as tenants in common) |
| UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act) |
Additional abbreviations may also be used though not in the above list.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE *
The following increases or decreases in the principal amount of this Global Note have been made:
| Date of Increase or Decrease |
Amount of decrease in |
Amount of increase in Principal Amount |
Principal Amount decrease (or increase) |
Signature of of Trustee or Custodian | ||||
| * | This schedule should be included only if the Note is issued in global form. |
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ARTICLE IV
Remedies
SECTION 4.1. Events of Default.
“Event of Default” means, wherever used herein with respect to the Notes, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(1) an Event of Default pursuant to Section 501 of the Base Indenture; or
(2) the Company’s failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event.
SECTION 4.2. Waiver of Past Defaults.
Section 512 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 512 in the Base Indenture shall instead be deemed to refer to this Section 4.2.
The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a default
(1) in the payment of the principal of or premium, if any, or interest on any Note or the Repurchase Price in connection with a Change of Control Repurchase Event; or
(2) in respect of a covenant or provision hereof or of the Base Indenture which under Article VII hereof or under Article IX of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Second Supplemental Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
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ARTICLE V
Redemption of Securities
SECTION 5.1. Optional Redemption.
Prior to October 3, 2030, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to the greater of:
(1) 100% of the principal amount of any Notes being redeemed, and
(2) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption Date,
plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.
On or after October 3, 2030, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Any notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a securities offering or other corporate transaction.
ARTICLE VI
Particular Covenants
SECTION 6.1. Liens.
The Credit Parties shall not, and shall not cause or permit any of their respective Subsidiaries to, create, assume, incur or guarantee any indebtedness for money borrowed that is secured by a pledge, mortgage, lien or other encumbrance (other than Permitted Liens) on any voting stock or profit participating equity interests of their respective Subsidiaries (to the extent of their ownership of such voting stock or profit participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or any substantial part of the business of any of such Subsidiaries, without providing that the Notes (together with, if the Credit Parties shall so determine, any other indebtedness of, or guarantee by, the Credit Parties ranking equally with the Notes and existing as of the closing of the offering of the Notes or thereafter created) will be secured equally and ratably with or prior to all other indebtedness secured by such pledge, mortgage, lien or other encumbrance on the voting stock or profit participating equity interests of any such entities for so long as such other indebtedness is so secured. This Section 6.1 shall not limit the ability of the Credit Parties or their Subsidiaries to incur indebtedness or other obligations secured by liens on assets other than the voting stock or profit participating equity interests of the Credit Parties and their respective Subsidiaries.
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SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event.
(1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Article V, the Company shall make an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase (the “Repurchase Price”).
(2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly deliver an officers’ certificate to the Trustee certifying as to whether or not such confirmation has been received or denied.
(3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of Notes, with a written copy to the Trustee. Such notice shall state:
(i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event;
(ii) that the Change of Control Offer is being made pursuant to this Section 6.2;
(iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and
(iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.
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(5) On the Repurchase Price Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer on the Repurchase Price Payment Date;
(ii) deposit with the Paying Agent an amount equal to the Repurchase Price in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Trustee shall promptly authenticate (if applicable) and deliver (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer or (ii) the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Redemption Price on the Redemption Date.
SECTION 6.3. Financial Reports
Section 704 of the Base Indenture shall apply to the reports, information, and documents delivered under this Section 6.3.
(1) For so long as the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide (or cause its Affiliates to provide) to the Trustee, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), within 15 days after the Corporation files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Corporation may file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The Trustee may conclusively presume, and shall incur no liability in such presumption, that the Corporation has not filed any such reports, information, documents and other reports with the Commission that are not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system) unless and until it shall have received written notice from the Company to the contrary.
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(2) For so long as any of the Notes remain Outstanding, the Company shall, or shall cause its Affiliates to, furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), such information for the Corporation (as if such rule applied to it); provided, however, that if any time the Corporation no longer directly or indirectly controls the Credit Parties or guarantees the Notes, such information shall be provided for either (i) the Credit Parties on a combined and consolidated basis and taken as a whole or (ii) any Person that directly or indirectly controls the Credit Parties and guarantees the Notes (in each case, as if such rule applied to such Person). The Company shall, or shall cause its Affiliates to, make the above information and reports available to securities analysts and prospective investors upon request.
ARTICLE VII
Supplemental Indentures
SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes.
For the purposes of the Base Indenture and this Second Supplemental Indenture, no amendment to cure any ambiguity, defect or inconsistency in this Second Supplemental Indenture, the Base Indenture or the Notes made solely to conform this Second Supplemental Indenture, the Base Indenture or the Notes to the Description of the Notes contained in the Company’s Prospectus Supplement, to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Second Supplemental Indenture, the Base Indenture or the Notes, shall be deemed to adversely affect the interests of the Holders of any Notes.
SECTION 7.2. Supplemental Indentures with Consent of Holders of Notes.
Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2.
With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
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(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note;
(2) reduce the principal amount of any Note which would be due and payable at or upon a declaration of acceleration of the maturity thereof pursuant to Section 502 and 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note;
(3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event;
(4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed;
(5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable;
(6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this Second Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this Second Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this Second Supplemental Indenture;
(8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this Second Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 902 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture;
(9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor;
(10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or
(11) modify clauses (1) through (10) above.
It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
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In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 of this Second Supplemental Indenture and Article VIII of the Base Indenture.
ARTICLE VIII
Defeasance
SECTION 8.1. Covenant Defeasance.
Section 1303 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 1303 in the Base Indenture shall instead be deemed to refer to this Section 8.1.
Upon the Company’s exercise of its option, if any, to have this Section 8.1 applied to the Notes, or if this Section 8.1 shall otherwise apply to the Notes, (1) the Company and the Guarantors shall be released from their respective obligations and any covenants provided pursuant to Article VI of this Second Supplemental Indenture and Section 301(18), Section 801, Section 901(1) or Section 901(12) and Article XIV of the Base Indenture for the benefit of the Holders of such Notes and (2) the occurrence of any event specified in Section 501(4) and Section 501(8) of the Base Indenture shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes and the related Guarantees as provided in this Section 8.1 on and after the date the conditions set forth in Section 1304 of the Base Indenture are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Notes and Guarantees, each of the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of the Base Indenture, this Second Supplemental Indenture and such Notes and Guarantees shall be unaffected thereby.
ARTICLE IX
Miscellaneous
SECTION 9.1. Execution as Supplemental Indenture.
This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Second Supplemental Indenture forms a part thereof.
SECTION 9.2. Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the Guarantors, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Securities or the Guarantees. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.
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SECTION 9.3. Separability Clause.
In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 9.4. Successors and Assigns.
All covenants and agreements in this Second Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 9.5. Execution and Counterparts.
This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
SECTION 9.6. Electronic Signatures.
Section 303 of the Base Indenture is hereby waived. The words “execution,” “signed,” “signature,” and words of like import in this Second Supplemental Indenture or in any other certificate, agreement or document related to this Second Supplemental Indenture, including, without limitation, any Global Security, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), so long as any electronic signature is a true representation of such signatory’s actual signature. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
SECTION 9.7. Governing Law.
This Second Supplemental Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Guarantors and the Trustee agree that any legal suit, action or proceeding arising out of or relating to the Indenture, and the Company, the Guarantors and Holders of the Notes by purchase of their Note agree that any legal suit, action or proceeding arising out of or relating to
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the Notes, may be instituted, brought and enforced in the United States District Court for the Southern District of New York (or, other than with respect to a cause of action arising under the Securities Act, if such court does not have jurisdiction over such action, suit or proceeding, the Supreme Court of New York County (Commercial Division) in the State of New York of the State of New York), which will be the exclusive forum for any such actions, suits or proceedings, except that any action, suit or proceeding asserting a cause of action arising under the Exchange Act may also be brought and enforced in any federal district court of the United States, which will be the exclusive forum for such actions, suits or proceedings. The Company, the Guarantors and the Holders of the Notes by purchase of their Note will be deemed to have consented to the jurisdiction of such courts and have waived any objection that such courts represent an inconvenient forum for any such suit, action or proceeding.
SECTION 9.8. FATCA
In order to comply with applicable tax laws, rules and regulations, including FATCA (inclusive of directives, guidelines and interpretations promulgated by competent authorities), in effect from time to time (“Applicable Law”), the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law (and shall timely pay the amounts so withheld or deducted to the applicable governmental authority) for which The Bank of New York Mellon Trust Company, N.A. shall not have any liability, except in cases of gross negligence or willful misconduct. Each of the Company and the Trustee agrees to reasonably cooperate and, at the reasonable request of the other, to provide the other with such information as each may have in its possession that is necessary to enable the determination of whether any payments hereunder are subject to FATCA Withholding Tax.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the day and year first above written.
| Blackstone Reg Finance Co. L.L.C., as Issuer | ||
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Inc., as Guarantor | ||
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings I L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings AI L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
[Signature Page to Second Supplemental Indenture]
| Blackstone Holdings II L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings III L.P., as Guarantor | ||
| By: | Blackstone Holdings III GP L.P. , its general partner | |
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| 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: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
[Signature Page to Second Supplemental Indenture]
| The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
| By: | /s/ Terence Rawlins | |
| Name: Terence Rawlins | ||
| Title: Vice President | ||
[Signature Page to Second Supplemental Indenture]
Exhibit 4.3
THIRD SUPPLEMENTAL INDENTURE
Dated as of November 3, 2025
Supplementing that Certain
INDENTURE
Dated as of December 6, 2024
Among
BLACKSTONE REG FINANCE CO. L.L.C.,
THE GUARANTOR PARTIES HERETO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
4.950% Senior Notes due 2036
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I Issuance of Securities | 2 | |||
| SECTION 1.1. Issuance of Notes; Principal Amount; Maturity; Title |
2 | |||
| SECTION 1.2. Interest |
2 | |||
| SECTION 1.3. Relationship with Base Indenture |
3 | |||
| ARTICLE II Definitions and Other Provisions of General Application | 3 | |||
| SECTION 2.1. Definitions |
3 | |||
| ARTICLE III Security Forms | 9 | |||
| SECTION 3.1. Form Generally |
9 | |||
| SECTION 3.2. Form of Note |
9 | |||
| ARTICLE IV Remedies | 20 | |||
| SECTION 4.1. Events of Default |
20 | |||
| SECTION 4.2. Waiver of Past Defaults |
20 | |||
| ARTICLE V Redemption of Securities | 21 | |||
| SECTION 5.1. Optional Redemption |
21 | |||
| ARTICLE VI Particular Covenants | 21 | |||
| SECTION 6.1. Liens |
21 | |||
| SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event |
22 | |||
| SECTION 6.3. Financial Reports |
23 | |||
| ARTICLE VII Supplemental Indentures | 24 | |||
| SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes |
24 | |||
| SECTION 7.2. Supplemental Indentures with Consent of Holders of Notes |
24 | |||
| ARTICLE VIII Defeasance | 26 | |||
| SECTION 8.1. Covenant Defeasance |
26 | |||
| ARTICLE IX Miscellaneous | 26 | |||
| SECTION 9.1. Execution as Supplemental Indenture |
26 | |||
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| SECTION 9.2. Not Responsible for Recitals or Issuance of Notes |
26 | |||
| SECTION 9.3. Separability Clause |
27 | |||
| SECTION 9.4. Successors and Assigns |
27 | |||
| SECTION 9.5. Execution and Counterparts |
27 | |||
| SECTION 9.6. Electronic Signatures |
27 | |||
| SECTION 9.7. Governing Law |
27 | |||
| SECTION 9.8. FATCA |
28 |
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This Third Supplemental Indenture, dated as of November 3, 2025 (the “Third Supplemental Indenture”), among Blackstone Reg Finance Co. L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 345 Park Avenue, New York, New York 10154 (the “Company”), the Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of December 6, 2024, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this Third Supplemental Indenture, the “Indenture”).
RECITALS OF THE COMPANY
The Company and the Guarantors have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from time to time of one or more series of the Company’s senior unsecured debt securities (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture, and the Guarantees thereof by the Guarantors;
Sections 901 (9) and 901 (12) of the Base Indenture provide, among other things, that the Company, the Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purposes of (a) establishing the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Base Indenture and (b) adding to or changing any of the provisions to the Base Indenture in certain circumstances;
The Company desires to create a series of Securities designated as its “4.950% Senior Notes due 2036” pursuant to the terms of this Third Supplemental Indenture;
The Company has duly authorized the execution and delivery of this Third Supplemental Indenture and the Notes to be issued from time to time, as provided for in the Indenture;
Each Guarantor has duly authorized its Guarantee of the Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Third Supplemental Indenture;
All things necessary have been done to make this Third Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its terms and to make the Notes, when executed by the Company and authenticated and delivered under the Indenture and duly issued by the Company, the valid and legally binding obligations of the Company; and
All things necessary have been done to make the Guarantees, upon execution and delivery of this Third Supplemental Indenture, the valid and legally binding obligations of each Guarantor and to make this Third Supplemental Indenture a valid and legally binding agreement of each Guarantor, in accordance with its terms.
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ARTICLE I
Issuance of Securities
SECTION 1.1. Issuance of Notes; Principal Amount; Maturity; Title.
(1) On November 3, 2025, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Notes substantially in the form set forth in Section 3.2 below, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture and this Third Supplemental Indenture, and with such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the execution of such Notes.
(2) The Initial Notes to be issued pursuant to the Indenture shall be issued in the aggregate principal amount of $600,000,000 and shall mature on February 15, 2036 (the “Stated Maturity”), unless the Notes are redeemed prior to that date as described in Section 5.1. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $600,000,000, except for Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The Company may without the consent of the Holders, issue additional Notes as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP numbers and ISIN numbers as the Initial Notes (“Additional Notes”), but such Additional Notes may be offered at a different offering price or have a different issue date, initial interest accrual date or initial Interest Payment Date than the Initial Notes; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and ISIN number.
(3) The Notes shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
(4) Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the “4.950% Senior Notes due 2036” of the Company (as amended or supplemented from time to time, that are issued under the Indenture, including both the Initial Notes and the Additional Notes, if any, the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Base Indenture.
SECTION 1.2. Interest.
(1) Interest on a Note will accrue at the per annum rate of 4.950% (the “Note Interest Rate”), from and including the date specified on the face of such Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be paid on the basis of a 360-day year comprised of twelve 30-day months.
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(2) The Company shall pay interest on the Notes semi-annually in arrears on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing February 15, 2026.
(3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Notes at the close of business on the Regular Record Date.
(4) Amounts due on the Stated Maturity or earlier Redemption Date of the Notes will be payable at the Corporate Trust Office. The Company shall make payments of principal, premium, if any, and interest or the Repurchase Price in connection with a Change of Control Repurchase Event in respect of the Notes in book-entry form to DTC in immediately available funds, while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in accordance with the procedures of DTC and its participants in effect from time to time. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company shall be required to maintain a Paying Agent in each Place of Payment for the Notes. Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Note. However, the Company may require Holders of the Notes to pay any taxes or other governmental charges in connection with a transfer or exchange of Notes.
(5) If any Interest Payment Date, Stated Maturity, or earlier Redemption Date or Repurchase Price Payment Date falls on a day that is not a Business Day in The City of New York, the Company shall make the required payment of principal, premium, if any, and/or interest or Repurchase Price in connection with a Change of Control Repurchase Event on the next succeeding Business Day as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date, Stated Maturity or earlier Redemption Date or Repurchase Price Payment Date, as the case may be, to such next succeeding Business Day.
SECTION 1.3. Relationship with Base Indenture.
The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Third Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern and be controlling.
ARTICLE II
Definitions and Other Provisions of General Application
SECTION 2.1. Definitions.
For all purposes of this Third Supplemental Indenture (except as herein otherwise expressly provided or unless the context of this Third Supplemental Indenture otherwise requires):
(1) any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Third Supplemental Indenture;
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(2) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;
(3) “including” means including without limitation;
(4) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Third Supplemental Indenture.
The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Third Supplemental Indenture otherwise requires) for all purposes of this Third Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1. All other terms used in this Third Supplemental Indenture that are defined in the Base Indenture, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Third Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture, as in force at the date of this Third Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture and this Third Supplemental Indenture shall have the meaning assigned to such term in this Third Supplemental Indenture.
“Additional Notes” has the meaning specified in Section 1.1(2).
“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.
“Base Indenture” has the meaning specified in the preamble hereto.
“Below Investment Grade Rating Event” means the rating on the Notes is lowered in respect of a Change of Control and the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60 day period the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
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“Business Day” means any day that is not Saturday or Sunday or any other day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York.
“Change of Control” means the occurrence of the following:
| (1) | the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Credit Group to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than to a Continuing Blackstone Entity; or |
| (2) | the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than a Continuing Blackstone Entity, becomes (A) the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a controlling interest in (i) the Corporation or (ii) one or more Guarantors comprising all or substantially all of the assets of the Credit Group and (B) entitled to receive a Majority Economic Interest in connection with such transaction. |
“Change of Control Offer” has the meaning specified in Section 6.2(1).
“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.
“Clearstream” means Clearstream Banking, S.A.
“Commission” means the U.S. Securities and Exchange Commission or any successor entity.
“Company” has the meaning specified in the preamble hereto.
“Continuing Blackstone Entity” means any entity that, immediately prior to and immediately following any relevant date of determination, is directly or indirectly controlled by one or more senior managing directors or other personnel of the Corporation who, as of any date of determination (i) each has devoted substantially all of his or her business and professional time to the activities of the Credit Parties and/or their Subsidiaries during the 12-month period immediately preceding such date and (ii) directly or indirectly controls a majority of the general partner interests (or other similar interests) in the Corporation or any successor entity.
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“Corporate Trust Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted (or any successor division or unit), which office is located as of the date of this Third Supplemental Indenture at The Bank of New York Trust Company, 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, Attention: Corporate Trust, Email: [email protected], or at any other time at such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).
“Corporation” means Blackstone Inc.
“Covenant Defeasance” has the meaning specified in Section 8.1.
“Credit Parties” means the Company and the Guarantors.
“DTC” means The Depository Trust Company, a New York corporation.
“Euroclear” means Euroclear Bank, SA/NV.
“Event of Default” has the meaning specified in Section 4.1.
“FATCA” shall mean Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions that are substantively comparable), any regulations or agreements thereunder or official interpretations thereof, or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law, regulation or other official guidance implementing such an intergovernmental agreement).
“FATCA Withholding Tax” shall mean any tax withheld or deducted pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code or otherwise imposed pursuant to FATCA.
“Fitch” means Fitch Ratings Inc. or any successor thereto.
“Indenture” has the meaning specified in the preamble hereto.
“Initial Notes” means Notes in an aggregate principal amount of $600,000,000, initially issued under this Third Supplemental Indenture in accordance with Section 1.1(2).
“Interest Payment Date” has the meaning specified in Section 1.2(2).
“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
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“Majority Economic Interest” means any right or entitlement to receive more than 50% of the equity distributions or partner allocations (whether such right or entitlement results from the ownership of partner or other equity interests, securities, instruments or agreements of any kind) made to all holders of partner or other equity interests in the Credit Group (other than entities within the Credit Group).
“Note Interest Rate” has the meaning specified in Section 1.2(1).
“Notes” has the meaning specified in Section 1.1(4).
“Par Call Date” means November 15, 2035.
“Permitted Liens” means (a) liens on voting stock or profit participating equity interests of any Subsidiary existing at the time such entity becomes a direct or indirect Subsidiary of the Corporation or is merged into a direct or indirect Subsidiary of the Corporation (provided such liens are not created or incurred in connection with such transaction and do not extend to any other Subsidiary), and (b) statutory liens, liens for taxes or assessments or governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in good faith and (c) other liens of a similar nature as those described above.
“Prospectus Supplement” means the Company’s prospectus supplement, dated as of October 28, 2025, relating to the Notes.
“Rating Agency” means:
| (1) | each of Fitch and S&P; and |
| (2) | if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch or S&P, or both, as the case may be. |
“Registrar” means the Registrar for the Notes, which shall initially be The Bank of New York Mellon Trust Company, N.A., or any successor entity thereof, subject to replacement as set forth in the Base Indenture.
“Regular Record Date” for interest payable in respect of any Note on any Interest Payment Date means February 1 and August 1 prior to the relevant Interest Payment Date (whether or not a Business Day).
“Repurchase Price” has the meaning specified in Section 6.2(1).
“Repurchase Price Payment Date” has the meaning specified in Section 6.2(3)(iii).
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“S&P” means S&P Global Ratings a division of S&P Global Inc. and its successors.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date for the notes being redeemed (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date of the Notes being redeemed, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
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The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
“Trustee” has the meaning specified in the preamble hereto.
“Third Supplemental Indenture” has the meaning specified in the preamble hereto.
ARTICLE III
Security Forms
SECTION 3.1. Form Generally.
(1) The Notes shall be in substantially the form set forth in Section 3.2 of this Article III, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture and this Third Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistent herewith, be determined by the Officer executing such Notes, as evidenced by the execution thereof. All Notes shall be in fully registered form. The Trustee may authenticate the Notes by manual, facsimile or electronic signature; provided, however, that any electronic signature is a true representation of such signatory’s actual signature.
(2) The Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes.
(3) Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons. Each such Global Security shall be duly executed by the Company, authenticated and delivered by the Trustee and shall be registered in the name of DTC, as Depositary, or its nominee, and deposited with the Trustee, as custodian for DTC. Beneficial interests in the Global Securities will be shown on, and transfers will only be made through, the records maintained by DTC and its participants and indirect participants, including Clearstream and the Euroclear System.
SECTION 3.2. Form of Note.
[FORM OF FACE OF NOTE]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY (“DTC”) OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
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[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
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BLACKSTONE REG FINANCE CO. L.L.C.
4.950% SENIOR NOTE DUE 2036
| No. | Principal Amount (US)$[______] |
CUSIP NO.
ISIN.
Blackstone Reg Finance Co. L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Third Supplemental Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of United States Dollars (U.S. $_______), as increased or decreased by the Schedule of Increases or Decreases In the Global Note attached hereto, on February 15, 2036 and to pay interest thereon, from November 3, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Interest Payment Date, which shall be February 15 and August 15 of each year, commencing February 15, 2026, at the per annum rate of 4.950%, or as such rate may be adjusted pursuant to the terms hereof, per annum (the “Note Interest Rate”), until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Third Supplemental Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 and August 1 prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the Third Supplemental Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the Third Supplemental Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Payment of principal of, and premium, if any, and interest on this Note and the Repurchase Price in connection with a Change of Control Repurchase Event will be made at the Corporate Trust Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. With respect to Global Securities, the Company will make such payments by wire transfer of immediately available funds to DTC, or its nominee, as registered owner of the Global Securities. With respect to certificated Notes, the Company will make such payments by wire transfer of immediately available funds to a United States Dollar account maintained in New York, New York to each Holder of an aggregate principal amount of Notes in excess of U.S. $5,000,000 that has furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date. If a Holder of a certificated Note (i) does not furnish such wire instructions as provided in the preceding sentence or (ii) holds U.S. $5,000,000 or less aggregate principal amount of Notes, the Company will make such payments by mailing a check to such Holder’s registered address.
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Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature; provided, however, that any electronic signature is a true representation of such signatory’s actual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| BLACKSTONE REG FINANCE CO. L.L.C. | ||
| By: |
| |
| Name: | ||
| Title: | ||
Attest:
| BLACKSTONE REG FINANCE CO. L.L.C. | ||
| By: |
| |
| Name: | ||
| Title: | ||
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | ||
| Authorized Signatory | ||
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[FORM OF REVERSE OF NOTE]
Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its “4.950% Senior Notes due 2036” (herein called the “Notes”), issued under a Third Supplemental Indenture, dated as of November 3, 2025 (the “Third Supplemental Indenture”), to an indenture, dated as of December 6, 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and herein with the Third Supplemental Indenture, collectively, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $600,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The Third Supplemental Indenture pursuant to which this Note is issued provides that Additional Notes may be issued thereunder.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern.
Optional Redemption. Prior to November 15, 2035, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to the greater of:
(1) 100% of the principal amount of any Notes being redeemed, and
(2) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption Date,
plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.
On or after November 15, 2035, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Any notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a securities offering or other corporate transaction.
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Change of Control Repurchase Event. In the event of a Change of Control Repurchase Event, unless the Company has exercised its option to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes, plus any accrued and unpaid interest, if any, pursuant to the provisions of Section 6.2 of the Third Supplemental Indenture.
Global Security. If this Note is a Global Security, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.
Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of the amount of principal so declared due and payable, all obligations of the Company in respect of the payment of the principal of and interest on the Notes shall terminate.
No Holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.
The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any, or interest hereon, on or after the respective due dates expressed herein.
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Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Note affected.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof) the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
Registration and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the Security Register. Upon surrender for registration of transfer of this Note at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture and subject to certain limitations therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes of any authorized denominations and of like tenor and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed (if so required by the Company or the Trustee), or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.
Guarantee. As expressly set forth in the Base Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances specified in the Base Indenture.
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Electronic Signatures. Notwithstanding anything in the Indenture or this Note to the contrary, the words “execution,” “signed,” “signature,” and words of like import in this Note or in any other certificate, agreement or document related to this Note, including, without limitation, the Indenture, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), so long as any electronic signature is a true representation of such signatory’s actual signature. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Governing Law. THE INDENTURE, THIS SECURITY AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE GUARANTORS AND THE TRUSTEE AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, AND THE COMPANY, THE GUARANTORS AND HOLDERS OF THE SECURITIES BY PURCHASE OF THEIR SECURITY AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SECURITIES, MAY BE INSTITUTED, BROUGHT AND ENFORCED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR, OTHER THAN WITH RESPECT TO A CAUSE OF ACTION ARISING UNDER THE SECURITIES ACT, IF SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, THE SUPREME COURT OF NEW YORK COUNTY (COMMERCIAL DIVISION) IN THE STATE OF NEW YORK OF THE STATE OF NEW YORK), WHICH WILL BE THE EXCLUSIVE FORUM FOR ANY SUCH ACTIONS, SUITS OR PROCEEDINGS, EXCEPT THAT ANY ACTION, SUIT OR PROCEEDING ASSERTING A CAUSE OF ACTION ARISING UNDER THE EXCHANGE ACT MAY ALSO BE BROUGHT AND ENFORCED IN ANY FEDERAL DISTRICT COURT OF THE UNITED STATES, WHICH WILL BE THE EXCLUSIVE FORUM FOR SUCH ACTIONS, SUITS OR PROCEEDINGS. THE COMPANY, THE GUARANTORS AND THE HOLDERS OF THE SECURITIES BY PURCHASE OF THEIR SECURITY WILL BE DEEMED TO HAVE CONSENTED TO THE JURISDICTION OF SUCH COURTS AND HAVE WAIVED ANY OBJECTION THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM FOR ANY SUCH SUIT, ACTION OR PROCEEDING.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act)
Additional abbreviations may also be used though not in the above list.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE *
The following increases or decreases in the principal amount of this Global Note have been made:
| Date of Decrease |
Amount of |
Amount of |
Principal Amount |
Signature of | ||||
| * | This schedule should be included only if the Note is issued in global form. |
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ARTICLE IV
Remedies
SECTION 4.1. Events of Default.
“Event of Default” means, wherever used herein with respect to the Notes, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(1) an Event of Default pursuant to Section 501 of the Base Indenture; or
(2) the Company’s failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event.
SECTION 4.2. Waiver of Past Defaults.
Section 512 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 512 in the Base Indenture shall instead be deemed to refer to this Section 4.2.
The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a default
(1) in the payment of the principal of or premium, if any, or interest on any Note or the Repurchase Price in connection with a Change of Control Repurchase Event; or
(2) in respect of a covenant or provision hereof or of the Base Indenture which under Article VII hereof or under Article IX of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Third Supplemental Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
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ARTICLE V
Redemption of Securities
SECTION 5.1. Optional Redemption.
Prior to November 15, 2035, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to the greater of:
(1) 100% of the principal amount of any Notes being redeemed, and
(2) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption Date,
plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.
On or after November 15, 2035, the Company may, at its option, redeem all or a part of the Notes upon not more than 60 nor less than 15 days prior notice, at a redemption price in cash equal to 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Any notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a securities offering or other corporate transaction.
ARTICLE VI
Particular Covenants
SECTION 6.1. Liens.
The Credit Parties shall not, and shall not cause or permit any of their respective Subsidiaries to, create, assume, incur or guarantee any indebtedness for money borrowed that is secured by a pledge, mortgage, lien or other encumbrance (other than Permitted Liens) on any voting stock or profit participating equity interests of their respective Subsidiaries (to the extent of their ownership of such voting stock or profit participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or any substantial part of the business of any of such Subsidiaries, without providing that the Notes (together with, if the Credit Parties shall so determine, any other indebtedness of, or guarantee by, the Credit Parties ranking equally with the Notes and existing as of the closing of the offering of the Notes or thereafter created) will be secured equally and ratably with or prior to all other indebtedness secured by such pledge, mortgage, lien or other encumbrance on the voting stock or profit participating equity interests of any such entities for so long as such other indebtedness is so secured. This Section 6.1 shall not limit the ability of the Credit Parties or their Subsidiaries to incur indebtedness or other obligations secured by liens on assets other than the voting stock or profit participating equity interests of the Credit Parties and their respective Subsidiaries.
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SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event.
(1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Article V, the Company shall make an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase (the “Repurchase Price”).
(2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly deliver an officers’ certificate to the Trustee certifying as to whether or not such confirmation has been received or denied.
(3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of Notes, with a written copy to the Trustee. Such notice shall state:
(i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event;
(ii) that the Change of Control Offer is being made pursuant to this Section 6.2;
(iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and
(iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.
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(5) On the Repurchase Price Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer on the Repurchase Price Payment Date;
(ii) deposit with the Paying Agent an amount equal to the Repurchase Price in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Trustee shall promptly authenticate (if applicable) and deliver (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer or (ii) the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Redemption Price on the Redemption Date.
SECTION 6.3. Financial Reports
Section 704 of the Base Indenture shall apply to the reports, information, and documents delivered under this Section 6.3.
(1) For so long as the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide (or cause its Affiliates to provide) to the Trustee, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), within 15 days after the Corporation files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Corporation may file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The Trustee may conclusively presume, and shall incur no liability in such presumption, that the Corporation has not filed any such reports, information, documents and other reports with the Commission that are not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system) unless and until it shall have received written notice from the Company to the contrary.
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(2) For so long as any of the Notes remain Outstanding, the Company shall, or shall cause its Affiliates to, furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), such information for the Corporation (as if such rule applied to it); provided, however, that if any time the Corporation no longer directly or indirectly controls the Credit Parties or guarantees the Notes, such information shall be provided for either (i) the Credit Parties on a combined and consolidated basis and taken as a whole or (ii) any Person that directly or indirectly controls the Credit Parties and guarantees the Notes (in each case, as if such rule applied to such Person). The Company shall, or shall cause its Affiliates to, make the above information and reports available to securities analysts and prospective investors upon request.
ARTICLE VII
Supplemental Indentures
SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes.
For the purposes of the Base Indenture and this Third Supplemental Indenture, no amendment to cure any ambiguity, defect or inconsistency in this Third Supplemental Indenture, the Base Indenture or the Notes made solely to conform this Third Supplemental Indenture, the Base Indenture or the Notes to the Description of the Notes contained in the Company’s Prospectus Supplement, to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Third Supplemental Indenture, the Base Indenture or the Notes, shall be deemed to adversely affect the interests of the Holders of any Notes.
SECTION 7.2. Supplemental Indentures with Consent of Holders of Notes.
Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2.
With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note;
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(2) reduce the principal amount of any Note which would be due and payable at or upon a declaration of acceleration of the maturity thereof pursuant to Section 502 and 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note;
(3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event;
(4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed;
(5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable;
(6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this Third Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this Third Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this Third Supplemental Indenture;
(8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this Third Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 902 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture;
(9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor;
(10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or
(11) modify clauses (1) through (10) above.
It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
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In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 of this Third Supplemental Indenture and Article VIII of the Base Indenture.
ARTICLE VIII
Defeasance
SECTION 8.1. Covenant Defeasance.
Section 1303 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 1303 in the Base Indenture shall instead be deemed to refer to this Section 8.1.
Upon the Company’s exercise of its option, if any, to have this Section 8.1 applied to the Notes, or if this Section 8.1 shall otherwise apply to the Notes, (1) the Company and the Guarantors shall be released from their respective obligations and any covenants provided pursuant to Article VI of this Third Supplemental Indenture and Section 301(18), Section 801, Section 901(1) or Section 901(12) and Article XIV of the Base Indenture for the benefit of the Holders of such Notes and (2) the occurrence of any event specified in Section 501(4) and Section 501(8) of the Base Indenture shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes and the related Guarantees as provided in this Section 8.1 on and after the date the conditions set forth in Section 1304 of the Base Indenture are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Notes and Guarantees, each of the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of the Base Indenture, this Third Supplemental Indenture and such Notes and Guarantees shall be unaffected thereby.
ARTICLE IX
Miscellaneous
SECTION 9.1. Execution as Supplemental Indenture.
This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Third Supplemental Indenture forms a part thereof.
SECTION 9.2. Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the Guarantors, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the Securities or the Guarantees. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.
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SECTION 9.3. Separability Clause.
In case any provision in this Third Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 9.4. Successors and Assigns.
All covenants and agreements in this Third Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 9.5. Execution and Counterparts.
This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
SECTION 9.6. Electronic Signatures.
Section 303 of the Base Indenture is hereby waived. The words “execution,” “signed,” “signature,” and words of like import in this Third Supplemental Indenture or in any other certificate, agreement or document related to this Third Supplemental Indenture, including, without limitation, any Global Security, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), so long as any electronic signature is a true representation of such signatory’s actual signature. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
SECTION 9.7. Governing Law.
This Third Supplemental Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Guarantors and the Trustee agree that any legal suit, action or proceeding arising out of or relating to the Indenture, and the Company, the Guarantors and Holders of the Notes by purchase of their Note agree that any legal suit, action or proceeding arising out of or relating to
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the Notes, may be instituted, brought and enforced in the United States District Court for the Southern District of New York (or, other than with respect to a cause of action arising under the Securities Act, if such court does not have jurisdiction over such action, suit or proceeding, the Supreme Court of New York County (Commercial Division) in the State of New York of the State of New York), which will be the exclusive forum for any such actions, suits or proceedings, except that any action, suit or proceeding asserting a cause of action arising under the Exchange Act may also be brought and enforced in any federal district court of the United States, which will be the exclusive forum for such actions, suits or proceedings. The Company, the Guarantors and the Holders of the Notes by purchase of their Note will be deemed to have consented to the jurisdiction of such courts and have waived any objection that such courts represent an inconvenient forum for any such suit, action or proceeding.
SECTION 9.8. FATCA
In order to comply with applicable tax laws, rules and regulations, including FATCA, (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law (and shall timely pay the amounts so withheld or deducted to the applicable governmental authority) for which The Bank of New York Mellon Trust Company, N.A. shall not have any liability, except in cases of gross negligence or willful misconduct. Each of the Company and the Trustee agrees to reasonably cooperate and, at the reasonable request of the other, to provide the other with such information as each may have in its possession that is necessary to enable the determination of whether any payments hereunder are subject to FATCA Withholding Tax.
[Signature page to follow.]
28
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the day and year first above written.
| Blackstone Reg Finance Co. L.L.C., as Issuer | ||
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Inc., as Guarantor | ||
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings I L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings AI L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
[Signature Page to Third Supplemental Indenture]
| Blackstone Holdings II L.P., as Guarantor | ||
| By: | Blackstone Holdings I/II GP L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Holdings III L.P., as Guarantor | ||
| By: | Blackstone Holdings III GP L.P. , its general partner | |
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| 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: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
[Signature Page to Third Supplemental Indenture]
| 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: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
| Blackstone Inc. | ||
| By: | /s/ Victoria Portnoy | |
| Name: Victoria Portnoy | ||
| Title: Managing Director – Assistant Secretary | ||
[Signature Page to Third Supplemental Indenture]
| The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
| By: | /s/ Terence Rawlins | |
| Name: Terence Rawlins | ||
| Title: Vice President | ||
[Signature Page to Third Supplemental Indenture]
Exhibit 5.1
Simpson Thacher & Bartlett LLP
900 G STREET NW
WASHINGTON, D.C. 20001
TELEPHONE: +1-202-636-5500
FACSIMILE: +1-202-636-5502
November 3, 2025
Blackstone Inc.
345 Park Avenue
New York, New York 10154
To the Addressee Stated Above:
We have acted as counsel to Blackstone Reg Finance Co. L.L.C., a Delaware limited liability company (the “Company”), and Blackstone Inc., a Delaware corporation (the “Corporation”), 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” and, together with the Corporation, Blackstone Holdings I and Blackstone Holdings AI, the “Delaware Guarantors”), 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” and, together with Blackstone Holdings III, the “Québec Guarantors”; and the Québec Guarantors together with the Delaware Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company from time to time for an indeterminate aggregate initial offering price of, among other things, debt securities, which may be either senior or subordinated (collectively, the “Securities”) and the issuance by the Guarantors of Guarantees (as defined below) with respect to the Securities.
| Blackstone Reg Finance Co. L.L.C. | 2 | November 3, 2025 |
We have examined the Registration Statement; the Underwriting Agreement dated October 28, 2025 (the “Underwriting Agreement”), among the Company, the Guarantors and the underwriters named therein, pursuant to which such underwriters have agreed to purchase $600,000,000 aggregate principal amount of 4.300% Senior Notes due 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”) issued by the Company and unconditionally guaranteed by the Guarantors; the Indenture, dated as of December 6, 2024 (the “Base Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of November 3, 2025 (the “Second Supplemental Indenture”), relating to the 2030 Notes, and as further supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), relating to the 2036 Notes, among the Company, the Guarantors and the Trustee; duplicates of the global notes representing the Notes; and the guarantees whose terms are set forth in the Indenture (the “Guarantees”). In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
| Blackstone Reg Finance Co. L.L.C. | 3 | November 3, 2025 |
In rendering the opinions set forth below, we have assumed further that (1) the Québec Guarantors are validly existing and in good standing under the law of Québec and have duly authorized, executed, issued and delivered the Underwriting Agreement, the Indenture and their Guarantees, as applicable, in accordance with their organizational documents and the law of Québec, (2) the execution, issuance, delivery and performance by the Québec Guarantors of the Underwriting Agreement, the Indenture and their Guarantees, as applicable, do not constitute a breach or violation of their organizational documents or violate the law of Québec or any other applicable jurisdiction (except that no such assumption is made with respect to the federal law of the United States, the law of the State of New York, the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “DLLCA”) or the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”)) and (3) the execution, issuance, delivery and performance by the Company and each Guarantor of the Underwriting Agreement, the Indenture, the Notes and the Guarantees, as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon the Company or any such Guarantor.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. Assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the provisions of the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
2. Assuming due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
| Blackstone Reg Finance Co. L.L.C. | 4 | November 3, 2025 |
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of rights and defenses contained in Section 1406 of the Base Indenture or (ii) Section 110 and Section 9.3, of the Base Indenture and the Second Supplemental Indenture, respectively, relating to the separability of the provisions of such agreements.
In connection with Section 112 and Section 9.7 of the Base Indenture and the Second Supplemental Indenture, respectively, whereby the parties submit to the jurisdiction of the courts of the United States of America for the Southern District of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts. In connection with the provisions of Section 112 and Section 9.7 of the Base Indenture and the Second Supplemental Indenture, respectively, which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a United States District Court has discretion to transfer an action from one U.S. federal court to another.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the DGCL, the DLLCA and the DRULPA. We expressly disclaim coverage of any other Delaware law, except judicial decisions interpreting the DGCL, the DLLCA and the DRULPA.
| Blackstone Reg Finance Co. L.L.C. | 5 | November 3, 2025 |
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |
Exhibit 5.2
November 3, 2025
Blackstone Inc.
345 Park Avenue
New York, New York 10154
| Re: | Blackstone Inc. (the “Company”) |
Ladies and Gentlemen:
We have acted as special Québec counsel to Blackstone Holdings III L.P. (“Blackstone Holdings III”), Blackstone Holdings IV GP L.P. (“Blackstone Holdings IV GP”), Blackstone Holdings IV GP Sub L.P. (“Blackstone Holdings IV GP Sub”) and Blackstone Holdings IV L.P. (“Blackstone Holdings IV” and, together with Blackstone Holdings III referred to herein as the “Québec Guarantors”), in connection with the Registration Statement on Form S-3, “Registration Statement”), including the prospectus contained therein, as supplemented by the preliminary prospectus supplement and the prospectus supplement dated October 28, 2025 (as so supplemented, the “Prospectus”), filed by the Company, certain other Company subsidiaries and the Québec Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to among other things (i) debt securities that are unsubordinated and unsecured obligations (collectively, the Debt Securities of the Company and/or other Company subsidiaries, including Blackstone Reg Finance Co. L.L.C. (the “Issuer”), to include the Québec Guarantors and (ii) guarantees of the Company and/or other Company subsidiaries to include the Québec Guarantors. Such Debt Securities are referred to herein as the “Notes”.
EXAMINATION OF DOCUMENTS
In rendering the opinions set forth in this letter, we have examined:
| (i) | the Registration Statement; |
| (ii) | the Underwriting Agreement dated October 28, 2025 (the “Underwriting Agreement”) among the Issuer, the Guarantors named therein and the underwriters named therein; |
| (iii) | the Base Indenture dated as of December 6, 2024 (the “Base Indenture”) among the Issuer, the Guarantors named therein, to include the Québec Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of November 3, 2025 (the “Second Supplemental Indenture”) and as further supplemented by the Third Supplemental Indenture, dated as of November 3, 2025 (the “Third Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”) among the Issuer, the Guarantors named therein, to include the Québec Guarantors, and the Trustee, which provides, inter alia for the guarantees by the Québec Guarantors and the other Guarantors of the Notes (the “Guarantees”); |
| GOWLING WLG (CANADA) LLP | T +1 514 878 9641 | Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at qowlinqwlq com/leqal | ||
| 3700-1, Place Ville Marie | F +1 514 878 1450 | |||
| Montréal, Québec H3B 3P4 Canada | gowlingwlg.com |
| (iv) | a duplicate of the global note representing the Notes; and |
| (v) | the limited partnership agreements, as amended and restated, of the Québec Guarantors (the “Partnership Agreements”), among the general partners and the limited partners party thereto. |
For the purposes of the opinions expressed below, we have considered such questions of law as we have deemed necessary and have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and such other certificates, documents and records as we have considered necessary or relevant and have relied, without independent verification or investigation, on all statements as to matters of fact contained in such documents, including Certificates of Attestation issued by the Registraire des entreprises du Québec for each of the Québec Guarantors , Blackstone Holdings IV GP Sub and Blackstone Holdings IV GP dated October 31, 2025.
This opinion is being provided at the request of the Company.
Unless otherwise defined herein, capitalized terms have the meaning given to them in the Indenture.
ASSUMPTIONS AND RELIANCE
For the purposes of the opinions expressed below, we have assumed, without independent investigation or inquiry, that:
| (a) | with respect to all documents examined by us, the signatures are genuine, the individuals signing such documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile, conform to the authentic original documents; |
| (b) | the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided pursuant thereto are and remain accurate and complete; |
| (c) | the facts stated in the Certificates of Attestation are accurate as of the date given and continue to be true as of the date hereof; and |
| (d) | at the time of execution, delivery and performance of the Notes and the Guarantees, the Indenture will be the valid and legally binding obligation of each party thereto other than the Québec Guarantors. |
Page 2
LAWS ADDRESSED
The opinions expressed in this letter are limited exclusively to the laws of the Province of Québec and the federal laws of Canada applicable therein.
OPINIONS
We are of the opinion, based upon the foregoing and subject to the qualifications stated in this letter, that:
Corporate Opinions
| 1. | Each of the Québec Guarantors, Blackstone Holdings IV GP Sub and Blackstone Holdings IV GP has been duly formed and organized, is validly existing as a limited partnership under the laws of Québec, is duly registered under An Act respecting the legal publicity of enterprises (Québec) (the “Publicity Act”), is not in default of its obligations to file annual declarations pursuant to the Publicity Act and is not in noncompliance with any request made under Section 73 of the Publicity Act. |
| 2. | Each of the Québec Guarantors, Blackstone Holdings IV GP Sub and Blackstone Holdings IV GP has the partnership power and authority to own or lease its property and has taken all necessary corporate action to authorize the execution, delivery and performance by the Québec Guarantors of its obligation under the Indenture and the Guarantees. |
| 3. | Assuming due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the Guarantees will constitute valid and legally binding obligations of the Québec Guarantors enforceable against the Québec Guarantors in accordance with their terms. |
| 4. | Assuming due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the execution and delivery by the Québec Guarantors of the Indenture and the Guarantees, and the performance by the Québec Guarantor of its obligations thereunder, and the consummation of the Notes Offering will not, as applicable, contravene any provision of Québec law or the provisions of the Partnership Agreements and the declaration of registration, as amended, of the Québec Guarantors or any agreement or other instrument binding upon the Québec Guarantors. |
Page 3
This opinion is for the benefit of its addressees in connection with the filing of the Registration Statement, and we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus included in the Registration Statement. In giving the consent, we do not admit that we come within the category of persons whose consent is required by the Securities Act or by the rules and regulations promulgated under it. This opinion is expressed as of the date hereof unless otherwise expressly stated and we disclaim any undertaking to advise you of any subsequent changes in the facts stated herein.
| Yours very truly, |
| /s/ Gowling WLG (Canada) LLP |
| GOWLING WLG (CANADA) LLP |
Page 4
Exhibit 99.1
Blackstone Completes Senior Notes Offering
New York, November 3, 2025—Blackstone (NYSE: BX) announced the completion of the previously announced offering of $600 million of 4.300% senior notes due 2030 and $600 million of 4.950% senior notes due 2036 of Blackstone Reg Finance Co. L.L.C., its indirect subsidiary. The notes are fully and unconditionally guaranteed by Blackstone Inc. and its indirect subsidiaries, 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. Blackstone intends to use the proceeds from the notes offering for general corporate purposes.
The notes were offered pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and related prospectus supplement. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus may be obtained from: BofA Securities, Inc., telephone: 1-800-294-1322; Citigroup Global Markets Inc., telephone: 1-800-831-9146; Deutsche Bank Securities Inc., telephone: 1-800-503-4611; Morgan Stanley & Co. LLC, telephone: 1-866-718-1649; or RBC Capital Markets, LLC, telephone: 1-866-375-6829.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Investor and Media Relations Contacts
| For Investors | For Media | |
| Weston Tucker | Matthew Anderson | |
| Blackstone | Blackstone | |
| Tel: +1 (212) 583-5231 | Tel: +1 (212) 390-2472 | |
| [email protected] | [email protected] |