Table of Contents
falseQ20001393818--12-31Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.Blackstone Fund Facilities represent borrowing facilities for the various consolidated Blackstone Funds that are used to meet liquidity and investing needs. Such borrowings have varying maturities and may be rolled over until a disposition or refinancing event. Borrowings bear interest at spreads to market rates or at stated fixed rates that can vary over the borrowing term.Dividends declared reflects the calendar date of the declaration for each distribution.During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent.For Freestanding Derivatives included within Other Investments, Settlements includes all ongoing contractual cash payments made or received over the life of the instrument.Represents freestanding derivatives, corporate treasury investments and Other Investments.Amounts presented are inclusive of both legally enforceable master netting agreements and financial instruments received or pledged as collateral. Financial instruments received or pledged as collateral offset derivative counterparty risk exposure, but do not reduce net exposure to the Condensed Consolidated Statement of Financial Condition.Represents the Revolving Credit Facility of Blackstone, through Blackstone Holdings Finance Co. L.L.C. Interest on the borrowings is based on an adjusted Secured Overnight Finance Rate (“SOFR”) or alternate base rate, in each case plus a margin, and undrawn commitments bear a commitment fee of 0.06%. The margin above adjusted SOFR used to calculate interest on borrowings was 0.75%. The margin is subject to change based on Blackstone’s credit rating. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Revolving Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. As of June 30, 2026 and December 31, 2025, Blackstone had outstanding but undrawn letters of credit against the Revolving Credit Facility of $39.3 million. The amount Blackstone can draw from the Credit Facility is reduced by the undrawn letters of credit.Unobservable inputs were weighted based on the fair value of the investments included in the range.As of June 30, 2026 and December 31, 2025, Other Investments includes Level III Freestanding Derivatives.Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.This adjustment removes Transaction-Related and Non-Recurring Items, which are excluded from Blackstone’s segment presentation. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period to period comparability and are not reflective of Blackstone’s operational performance.This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds, the removal of amounts attributable to the reimbursement of certain expenses by the Blackstone Funds and certain NAV-based fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.Represents (1) the add back of net management fees earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of amounts attributable to the reimbursement of certain expenses by the Blackstone Funds and certain NAV-based fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures.Represents the add back of Performance Revenues earned from consolidated Blackstone funds which have been eliminated in consolidation.Represents the removal of Transaction-Related and Non-Recurring Items that are not recorded in the Total Segment measures.Represents the (1) removal of Transaction-Related and Non-Recurring Items that are not recorded in the Total Segment measures, (2) removal of amounts attributable to certain expenses that are reimbursed by the Blackstone Funds and certain NAV-based fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures, and (3) a reduction equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units which is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.Fee related performance compensation may include equity-based compensation based on fee related performance revenues.Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.The volatility of the historical performance of the underlying reference entities or an appropriate proxy is used to project the expected returns relevant for the fair value of the derivatives.As of June 30, 2026 and December 31, 2025, Other Liabilities includes Level III Contingent Consideration and Level III Corporate Treasury Commitments.Total Segment Revenues is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Total Segment Management and Advisory Fees, Net $ 2,250,296 $ 2,020,012 $ 4,383,104 $ 3,912,010 Total Segment Fee Related Performance Revenues 793,391 472,050 1,281,489 765,965 Total Segment Realized Performance Revenues 730,885 553,121 1,511,379 1,013,144 Total Segment Realized Principal Investment Income 27,499 29,421 59,472 147,331 Total Segment Revenues $ 3,802,071 $ 3,074,604 $ 7,235,444 $ 5,838,450 This adjustment removes Unrealized Performance Revenues on a segment basis.This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis.This adjustment removes Interest and Dividend Revenue on a segment basis.This adjustment removes Other Revenue on a segment basis. For the three months ended June 30, 2026 and 2025, Other Revenue on a GAAP basis was $11.9 million and $(225.1) million, and included $11.8 million and $(225.5) million of foreign exchange gains (losses), respectively. For the six months ended June 30, 2026 and 2025, Other Revenue on a GAAP basis was $62.9 million and $(298.7) million, and included $62.5 million and $(299.3) million of foreign exchange gains (losses), respectively.Total Segment Expenses is comprised of the following: Three Months Ended June 30,Six Months Ended June 30, ,2026,2025 Total Segment Fee Related Compensation $880,129 ,$700,316 $1,609,599,$1,317,298, Total Segment Realized Performance Compensation 344,124 , 256,624,708,180, 477,548 Total Segment Other Operating Expenses 380,130,332,243,723,585,639,118 Total Segment Expenses $1,604,383,$1,289,183,$3,041,364,$ 2,433,964This adjustment removes Unrealized Performance Allocations Compensation.This adjustment removes Equity-Based Compensation on a segment basis.This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the tax receivable agreement.This adjustment removes the amortization of transaction-related intangibles, which are 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM      TO     
Commission File Number:
001-33551
 
 
 

Blackstone Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
20-8875684
(I.R.S. Employer
Identification No.)
345 Park Avenue
New York, New York 10154
(Address of principal executive offices)(Zip Code)
(212)
583-5000
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock
 
BX
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 
 No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files
). 
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated
filer
 
  
Smaller reporting company
 
    
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes 
 No 
As of July 31, 2026, there were 750,625,114 shares of common stock of the registrant outstanding.
 
 
 


Table of Contents

Table of Contents

 

          Page  
Part I.   

Financial Information

  
Item 1.    Financial Statements      5  
   Unaudited Condensed Consolidated Financial Statements:   
  

Condensed Consolidated Statements of Financial Condition as of June 30, 2026 and December 31, 2025

     5  
  

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025

     7  
  

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025

     8  
  

Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2026 and 2025

     9  
  

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025

     13  
  

Notes to Condensed Consolidated Financial Statements

     15  
Item 1A.    Unaudited Supplemental Presentation of Statements of Financial Condition      67  
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations      69  
Item 3.    Quantitative and Qualitative Disclosures About Market Risk      144  
Item 4.    Controls and Procedures      144  
Part II.   

Other Information

  
Item 1.    Legal Proceedings      145  
Item 1A.    Risk Factors      145  
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      145  
Item 3.    Defaults Upon Senior Securities      146  
Item 4.    Mine Safety Disclosures      146  
Item 5.    Other Information      146  
Item 6.    Exhibits      147  
Signatures         148  

 

1


Table of Contents

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which reflect our current views with respect to, among other things, our operations, taxes, earnings and financial performance, share repurchases and dividends. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “estimates,” “anticipates,” “opportunity,” “leads,” “forecast,” “possible” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in our subsequent filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Website and Social Media Disclosure

We may use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), X (Twitter) (www.x.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), Pandora (https://www.pandora.com/artist/blackstone/ARvlPz9Plblrlmg), PodBean (https://blackstone.podbean.com), Spotify (https://spoti.fi/2LJ1tHG and https://open.spotify.com/artist/52Eom8vQxM8Lk75ZZlf2hJ), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (https://apple.co/31Pe1Gg) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone when you enroll your email address by visiting the “Contact Us/E-mail Alerts” section of our website at http://ir.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.

 

 

In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to Blackstone Inc. and its consolidated subsidiaries.

“Series I Preferred Stockholder” refers to Blackstone Partners L.L.C., the holder of the sole outstanding share of our Series I preferred stock.

“Series II Preferred Stockholder” refers to Blackstone Group Management L.L.C., the holder of the sole outstanding share of our Series II preferred stock.

“Blackstone Holdings,” “Blackstone Holdings Partnerships” or “Holdings Partnerships” refer to Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., collectively.

 

2


Table of Contents

“Blackstone Funds,” “our funds” and “our investment funds” refer to the funds and other vehicles that are managed by Blackstone. “Our carry funds” refers to funds managed by Blackstone that have commitment-based multi-year drawdown structures that pay carry on the realization of an investment.

“Our hedge funds” refers to our funds of hedge funds, hedge funds, certain of our real estate debt investment funds and certain other credit-focused funds which are managed by Blackstone.

We refer to our separately managed accounts as “SMAs.”

“Total Assets Under Management” refers to the invested and available capital in Blackstone-managed or advised vehicles (including, without limitation, investment funds and SMAs). The Total Assets Under Management attributable to an individual vehicle is dependent on the structure and investment strategy of such vehicle and accordingly, will vary from vehicle to vehicle. Total Assets Under Management generally equals the sum of the following across Blackstone-managed or advised vehicles, as applicable:

 

  (a)

a vehicle’s invested capital at fair value which, as applicable, is measured as (1) total investments measured at fair value, or gross asset values, each of which may include the fair value of investments purchased with leverage under certain credit facilities, (2) net asset value, or (3) amount of debt and equity outstanding or aggregate par amount of assets, including principal cash for collateralized loan obligation vehicles (“CLOs”), and

 

  (b)

a vehicle’s available capital, if any, which represents (1) uncalled commitments made by investors and (2) available borrowing capacity under certain credit facilities.

Uncalled commitments represent the capital we are entitled to call from investors pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods. Drawdown funds, perpetual capital vehicles, co-investment vehicles, and SMAs can each be structured with a commitment from an investor that is called over time as opposed to fully funded upon subscription.

Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit. Total Assets Under Management are reported in the segment where the assets are managed.

Our measurement of Total Assets Under Management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel. Our calculation of Total Assets Under Management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. Our definition of Total Assets Under Management differs from the manner in which affiliated investment advisors report regulatory assets under management and may differ from the definition set forth in the agreements governing the vehicles we manage or advise.

“Fee-Earning Assets Under Management” refers to the portion of Total Assets Under Management on which we are entitled to earn management fees and/or performance revenues. The Fee-Earning Assets Under Management attributable to an individual vehicle is driven by the basis on which fees are earned and accordingly, will vary from vehicle to vehicle. Fee-Earning Assets Under Management generally equals the sum of the following across Blackstone-managed or advised vehicles, as applicable: (a) net asset value, (b) committed capital and remaining invested capital during the investment period and post-investment period, respectively, (c) invested capital (including leverage to the extent management fee-eligible), (d) gross asset value, (e) fair value of investments, or (f) the aggregate par amount of collateral assets, including principal cash, of CLOs.

 

3


Table of Contents

Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit. Fee-Earning Assets Under Management are reported in the segment where the Total Assets Under Management are reported to the extent fee-paying to Blackstone.

While Fee-Earning Assets Under Management generally reflects Total Assets Under Management on which we are entitled to earn management fees, Fee-Earning Assets Under Management may also include Total Assets Under Management on which we are entitled to earn only performance revenues. Our calculation of Fee-Earning Assets Under Management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. Our definition of Fee-Earning Assets Under Management may differ from the definition set forth in the agreements governing the vehicles that we manage or advise.

“Perpetual Capital” refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows or where required redemptions are limited in quantum. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.

Commitment-based drawdown structured funds generally do not permit investors to redeem their interests at their election. Certain of our open-ended vehicles generally afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually, quarterly or monthly), typically with 2 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. In our perpetual capital vehicles where redemption rights exist, redemption requests are required to be fulfilled only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, (b) to the extent there is sufficient new capital, or (c) where such required redemptions are limited in quantum, such as interval funds or in certain insurance-dedicated vehicles. Investment advisory agreements related to certain SMAs in our Credit & Insurance and Multi-Asset Investing segments, excluding SMAs in our insurance platform, may generally be terminated by an investor on 15 to 95 days’ notice. SMAs in our insurance platform can generally only be terminated for long-term underperformance, cause and certain other limited circumstances, in each case subject to Blackstone’s right to cure.

This report does not constitute an offer of any Blackstone Fund.

 

4


Table of Contents
http://fasb.org/us-gaap/2026#OtherAssetshttp://fasb.org/us-gaap/2026#OtherAssets
Part I. Financial Information
Item 1. Financial Statements
Blackstone Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share Data)
 
 
$
                        
$
                        
 
  
June 30,

2026
 
December 31,
2025
Assets
  
 
Cash and Cash Equivalents
  
$
2,507,073
 
 
$
2,631,241
 
Cash Held by Blackstone Funds and Other
  
 
266,230
 
 
 
223,441
 
Investments
  
 
34,587,729
 
 
 
32,212,111
 
Accounts Receivable
  
 
692,055
 
 
 
291,758
 
Due from Affiliates
  
 
6,218,066
 
 
 
6,357,462
 
Intangible Assets, Net
  
 
113,288
 
 
 
131,359
 
Goodwill
  
 
1,890,202
 
 
 
1,890,202
 
Other Assets
  
 
996,506
 
 
 
1,157,719
 
Right-of-Use
Assets
  
 
743,127
 
 
 
757,459
 
Deferred Tax Assets
  
 
1,877,944
 
 
 
2,056,223
 
  
 
 
 
 
 
 
 
Total Assets
  
$
49,892,220
 
 
$
47,708,975
 
  
 
 
 
 
 
 
 
Liabilities and Equity
    
Loans Payable
  
$
13,194,730
 
 
$
12,445,144
 
Due to Affiliates
  
 
3,484,356
 
 
 
3,224,432
 
Accrued Compensation and Benefits
  
 
6,844,156
 
 
 
6,411,389
 
Operating Lease Liabilities
  
 
832,586
 
 
 
861,021
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
3,103,164
 
 
 
2,885,817
 
  
 
 
 
 
 
 
 
Total Liabilities
  
 
27,458,992
 
 
 
25,827,803
 
  
 
 
 
 
 
 
 
Commitments and Contingencies
    
Redeemable
Non-Controlling
Interests in Consolidated Entities
  
 
1,371,083
 
 
 
1,380,503
 
  
 
 
 
 
 
 
 
Equity
    
Stockholders’ Equity of Blackstone Inc.
    
Common Stock, $0.00001 par value, 90 billion shares authorized, (752,601,287 shares issued and outstanding as of June 30, 2026; 748,688,068 shares issued and outstanding as of December 31, 2025)
  
 
7
 
 
 
7
 
Series I Preferred Stock, $0.00001 par value, 999,999,000 shares authorized, 1 share issued and outstanding as of June 30, 2026 and December 31, 2025)
  
 
 
 
 
 
Series II Preferred Stock, $0.00001 par value, 1,000 shares authorized, 1 share issued and outstanding as of June 30, 2026 and December 31, 2025)
  
 
 
 
 
 
Additional
Paid-in-Capital
  
 
9,051,771
 
 
 
8,479,886
 
Retained Earnings (Deficit)
  
 
(18,646
 
 
191,641
 
Accumulated Other Comprehensive Loss
  
 
(18,589
 
 
(6,008
  
 
 
 
 
 
 
 
Total Stockholders’ Equity of Blackstone Inc.
  
 
9,014,543
 
 
 
8,665,526
 
Non-Controlling
Interests in Consolidated Entities
  
 
7,104,291
 
 
 
7,224,211
 
Non-Controlling
Interests in Blackstone Holdings
  
 
4,943,311
 
 
 
4,610,932
 
  
 
 
 
 
 
 
 
Total Equity
  
 
21,062,145
 
 
 
20,500,669
 
  
 
 
 
 
 
 
 
Total Liabilities and Equity
  
$
49,892,220
 
 
$
47,708,975
 
  
 
 
 
 
 
 
 
 
continued...
See notes to condensed consolidated financial statements.
 
5

Blackstone Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands)
 
 
The following presents the asset and liability portion of the consolidated balances presented in the Condensed Consolidated Statements of Financial Condition attributable to consolidated Blackstone funds which are variable interest entities. The following assets may only be used to settle obligations of these consolidated Blackstone funds and these liabilities are only the obligations of these consolidated Blackstone funds and they do not have recourse to the general credit of Blackstone.
 
$
                        
$
                        
    
June 30,
2026
  
December 31,
2025
Assets
 
  
Cash Held by Blackstone Funds and Other
  
$
266,230
 
  
$
223,441
 
Investments
  
 
5,233,815
 
  
 
5,180,879
 
Accounts Receivable
  
 
2,277
 
  
 
16,388
 
Due from Affiliates
  
 
335,471
 
  
 
366,388
 
Other Assets
  
 
4,366
 
  
 
14,705
 
  
 
 
 
  
 
 
 
Total Assets
  
$
5,842,159
 
  
$
5,801,801
 
  
 
 
 
  
 
 
 
Liabilities
     
Loans Payable
  
$
123,896
 
  
$
126,421
 
Due to Affiliates
  
 
148,854
 
  
 
181,587
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
66,181
 
  
 
58,996
 
  
 
 
 
  
 
 
 
Total Liabilities
  
$
338,931
 
  
$
367,004
 
  
 
 
 
  
 
 
 
 
See notes to condensed consolidated financial statements.
 
6

Blackstone Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended

June 30,
 
Six Months Ended

June 30,
    
2026
  
2025
 
2026
  
2025
Revenues
          
Management and
Advisory
Fees, Net
  
$
2,266,006
 
  
$
2,035,495
 
 
$
4,414,626
 
  
$
3,939,812
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Incentive Fees
  
 
159,080
 
  
 
195,414
 
 
 
324,499
 
  
 
387,239
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Investment Income
          
Performance Allocations
          
Realized
  
 
1,365,175
 
  
 
829,820
 
 
 
2,468,348
 
  
 
1,391,870
 
Unrealized
  
 
587,140
 
  
 
313,283
 
 
 
870,592
 
  
 
576,484
 
Principal Investments
          
Realized
  
 
105,585
 
  
 
97,171
 
 
 
248,605
 
  
 
282,713
 
Unrealized
  
 
414,821
 
  
 
365,391
 
 
 
29,819
 
  
 
524,104
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Total Investment Income
  
 
2,472,721
 
  
 
1,605,665
 
 
 
3,617,364
 
  
 
2,775,171
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Interest and Dividend Revenue
  
 
134,224
 
  
 
100,389
 
 
 
242,164
 
  
 
197,809
 
Other
  
 
11,947
 
  
 
(225,063
 
 
62,920
 
  
 
(298,673
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Total Revenues
  
 
5,043,978
 
  
 
3,711,900
 
 
 
8,661,573
 
  
 
7,001,358
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Expenses
          
Compensation and Benefits
          
Compensation
  
 
963,026
 
  
 
870,358
 
 
 
2,129,923
 
  
 
1,899,720
 
Incentive Fee Compensation
  
 
49,716
 
  
 
67,363
 
 
 
104,084
 
  
 
124,392
 
Performance Allocations Compensation
          
Realized
  
 
565,264
 
  
 
331,191
 
 
 
998,713
 
  
 
573,081
 
Unrealized
  
 
236,129
 
  
 
152,618
 
 
 
325,830
 
  
 
256,177
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Total Compensation and Benefits
  
 
1,814,135
 
  
 
1,421,530
 
 
 
3,558,550
 
  
 
2,853,370
 
General, Administrative and Other
  
 
409,110
 
  
 
360,817
 
 
 
781,931
 
  
 
693,190
 
Interest Expense
  
 
145,023
 
  
 
135,822
 
 
 
282,076
 
  
 
253,937
 
Fund Expenses
  
 
7,344
 
  
 
14,434
 
 
 
15,348
 
  
 
26,538
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Total Expenses
  
 
2,375,612
 
  
 
1,932,603
 
 
 
4,637,905
 
  
 
3,827,035
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Other Income
          
Net Gains from Fund Investment Activities
  
 
140,086
 
  
 
136,330
 
 
 
239,841
 
  
 
193,905
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Total Other Income
  
 
140,086
 
  
 
136,330
 
 
 
239,841
 
  
 
193,905
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Income Before Provision for Taxes
  
 
2,808,452
 
  
 
1,915,627
 
 
 
4,263,509
 
  
 
3,368,228
 
Provision for Taxes
  
 
452,386
 
  
 
289,494
 
 
 
649,536
 
  
 
533,321
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Net Income
  
 
2,356,066
 
  
 
1,626,133
 
 
 
3,613,973
 
  
 
2,834,907
 
Net Income Attributable to Redeemable
Non-Controlling
Interests in Consolidated Entities
  
 
5,154
 
  
 
18,209
 
 
 
26,164
 
  
 
26,109
 
Net Income Attributable to
Non-Controlling
Interests in Consolidated Entities
  
 
175,649
 
  
 
240,836
 
 
 
293,016
 
  
 
341,383
 
Net Income Attributable to
Non-Controlling
Interests in Blackstone Holdings
  
 
946,074
 
  
 
602,844
 
 
 
1,415,875
 
  
 
1,088,319
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Net Income Attributable to Blackstone Inc.
  
$
1,229,189
 
  
$
764,244
 
 
$
1,878,918
 
  
$
1,379,096
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Net Income Per Share of Common Stock
          
Basic
  
$
1.54
 
  
$
0.98
 
 
$
2.37
 
  
$
1.77
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Diluted
  
$
1.54
 
  
$
0.98
 
 
$
2.37
 
  
$
1.77
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Weighted-Average Shares of Common Stock Outstanding
          
Basic
  
 
799,882,459
 
  
 
782,386,121
 
 
 
792,647,549
 
  
 
777,120,501
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
Diluted
  
 
799,897,435
 
  
 
782,401,237
 
 
 
793,137,073
 
  
 
777,447,168
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
See notes to condensed consolidated financial statements.
 
7

Blackstone Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in Thousands)
 
 
$
                        
$
                        
$
                        
$
                        
 
  
Three Months Ended
  
Six Months Ended
 
  
June 30,
  
June 30,
 
  
2026
 
2025
  
2026
 
2025
Net Income
  
$
2,356,066
 
 
$
1,626,133
 
  
$
3,613,973
 
 
$
2,834,907
 
Other Comprehensive Income (Loss) – Currency Translation Adjustment
  
 
(8,841
)
 
 
 
165,056
 
  
 
(50,941
)
 
 
 
241,527
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Comprehensive Income
  
 
2,347,225
 
 
 
1,791,189
 
  
 
3,563,032
 
 
 
3,076,434
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Less:
         
Comprehensive Income (Loss) Attributable to Redeemable
Non-Controlling
Interests in Consolidated Entities
  
 
1,334
 
 
 
128,584
 
  
 
(2,363
)
 
 
191,638
 
Comprehensive Income Attributable to
Non-Controlling
Interests in Consolidated Entities
  
 
175,649
 
 
 
240,836
 
  
 
293,016
 
 
 
341,383
 
Comprehensive Income Attributable to
Non-Controlling
Interests in Blackstone Holdings
  
 
943,872
 
 
 
627,443
 
  
 
1,406,042
 
 
 
1,122,936
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Comprehensive Income Attributable to
Non-Controlling
Interests
  
 
1,120,855
 
 
 
996,863
 
  
 
1,696,695
 
 
 
1,655,957
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Comprehensive Income Attributable to Blackstone Inc.
  
$
1,226,370
 
 
$
794,326
 
  
$
1,866,337
 
 
$
1,420,477
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
See notes to condensed consolidated financial statements.
 
8

Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
$ $ $ $ $ $ $ $ $ $
             
    
Shares of
Blackstone

Inc. (a)
 
Blackstone Inc. (a)
               
    
Common
Stock
 
Common
Stock
  
Additional
Paid-in-
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Compre-
hensive
Income
(Loss)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Blackstone
Holdings
 
Total

Equity
 
Redeemable
Non-
Controlling
Interests in
Consolidated
Entities
Balance at March 31, 2026
  
 
751,535,403
 
 
$
7
 
  
$
8,710,266
 
 
$
(323,733
 
$
(15,770
 
$
8,370,770
 
 
$
7,226,994
 
 
$
4,418,528
 
 
$
20,016,292
 
 
$
1,400,419
 
Transfer Out Due to Deconsolidation of Fund Entities
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
(120,688
 
 
 
 
 
(120,688
 
 
 
Net Income
  
 
 
 
 
 
  
 
 
 
 
1,229,189
 
 
 
 
 
 
1,229,189
 
 
 
175,649
 
 
 
946,074
 
 
 
2,350,912
 
 
 
5,154
 
Currency Translation Adjustment
  
 
 
 
 
 
  
 
 
 
 
 
 
 
(2,819
 
 
(2,819
 
 
 
 
 
(2,202
 
 
(5,021
 
 
(3,820
Capital Contributions
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
275,306
 
 
 
4,427
 
 
 
279,733
 
 
 
16,019
 
Capital Distributions
  
 
 
 
 
 
  
 
 
 
 
(924,102
 
 
 
 
 
(924,102
 
 
(436,510
 
 
(609,229
 
 
(1,969,841
 
 
(46,689
Transfer and Repurchase of
Non-Controlling
Interests in Consolidated Entities
  
 
 
 
 
 
  
 
250
 
 
 
 
 
 
 
 
 
250
 
 
 
(16,460
 
 
 
 
 
(16,210
 
 
 
Deferred Tax Effects on Equity Transactions
  
 
 
 
 
 
  
 
1,834
 
 
 
 
 
 
 
 
 
1,834
 
 
 
 
 
 
 
 
 
1,834
 
 
 
 
Equity-Based Compensation
  
 
 
 
 
 
  
 
356,197
 
 
 
 
 
 
 
 
 
356,197
 
 
 
 
 
 
211,148
 
 
 
567,345
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
  
 
473,061
 
 
 
 
  
 
(18,192
 
 
 
 
 
 
 
 
(18,192
 
 
 
 
 
 
 
 
(18,192
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
  
 
(200,000
 
 
 
  
 
(24,019
 
 
 
 
 
 
 
 
(24,019
 
 
 
 
 
 
 
 
(24,019
 
 
 
Change in Blackstone Inc.’s Ownership Interest
  
 
 
 
 
 
  
 
16,807
 
 
 
 
 
 
 
 
 
16,807
 
 
 
 
 
 
(16,807
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
  
 
792,823
 
 
 
 
  
 
8,628
 
 
 
 
 
 
 
 
 
8,628
 
 
 
 
 
 
(8,628
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2026
  
 
752,601,287
 
 
$
7
 
  
$
9,051,771
 
 
$
(18,646
 
$
(18,589
 
$
9,014,543
 
 
$
7,104,291
 
 
$
4,943,311
 
 
$
21,062,145
 
 
$
1,371,083
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent. 
 
continued...
See notes to condensed consolidated financial statements.
 
9

Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
$ $ $ $ $ $ $ $ $ $
             
    
Shares of
Blackstone
Inc. (a)
 
Blackstone Inc. (a)
               
    
Common
Stock
 
Common
Stock
  
Additional
Paid-in-
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Compre-
hensive
Income
(Loss)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Blackstone
Holdings
 
Total

Equity
 
Redeemable
Non-
Controlling
Interests in
Consolidated
Entities
Balance at March 31, 2025
  
 
737,929,437
 
 
$
7
 
  
$
7,686,980
 
 
$
320,160
 
 
$
(29,027
 
$
7,978,120
 
 
$
6,400,585
 
 
$
4,103,824
 
 
$
18,482,529
 
 
$
1,382,374
 
Net Income
  
 
 
 
 
 
  
 
 
 
 
764,244
 
 
 
 
 
 
764,244
 
 
 
240,836
 
 
 
602,844
 
 
 
1,607,924
 
 
 
18,209
 
Currency Translation Adjustment
  
 
 
 
 
 
  
 
 
 
 
 
 
 
30,082
 
 
 
30,082
 
 
 
 
 
 
24,599
 
 
 
54,681
 
 
 
110,375
 
Capital Contributions
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
382,656
 
 
 
4,113
 
 
 
386,769
 
 
 
32,111
 
Capital Distributions
  
 
 
 
 
 
  
 
 
 
 
(721,790
 
 
 
 
 
(721,790
 
 
(174,811
 
 
(497,794
 
 
(1,394,395
 
 
(55,940
Transfer and Repurchase of
Non-Controlling
Interests in Consolidated Entities
  
 
 
 
 
 
  
 
1,053
 
 
 
 
 
 
 
 
 
1,053
 
 
 
(1,481
 
 
 
 
 
(428
 
 
 
Deferred Tax Effects on Equity Transactions
  
 
 
 
 
 
  
 
22,363
 
 
 
 
 
 
 
 
 
22,363
 
 
 
 
 
 
 
 
 
22,363
 
 
 
 
Equity-Based Compensation
  
 
 
 
 
 
  
 
290,120
 
 
 
 
 
 
 
 
 
290,120
 
 
 
 
 
 
177,425
 
 
 
467,545
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
  
 
443,741
 
 
 
 
  
 
(7,425
 
 
 
 
 
 
 
 
(7,425
 
 
 
 
 
 
 
 
(7,425
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
  
 
(200,000
 
 
 
  
 
(27,812
 
 
 
 
 
 
 
 
(27,812
 
 
 
 
 
 
 
 
(27,812
 
 
 
Change in Blackstone Inc.’s Ownership Interest
  
 
 
 
 
 
  
 
14,336
 
 
 
 
 
 
 
 
 
14,336
 
 
 
 
 
 
(14,336
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
  
882,766
 
  
9,048
 
 
 
9,048
 
 
(9,048
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2025
  
 
739,055,944
 
 
$
7
 
  
$
7,988,663
 
 
$
362,614
 
 
$
1,055
 
 
$
8,352,339
 
 
$
6,847,785
 
 
$
4,391,627
 
 
$
19,591,751
 
 
$
1,487,129
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent. 
continued...
See notes to condensed consolidated financial statements.
 
10

Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
$ $ $ $ $ $ $ $ $ $
             
    
Shares of
Blackstone
Inc. (a)
 
Blackstone Inc. (a)
               
    
Common
Stock
 
Common
Stock
  
Additional
Paid-in-
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Compre-
hensive
Income
(Loss)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Blackstone
Holdings
 
Total Equity
 
Redeemable
Non-
Controlling
Interests in
Consolidated
Entities
Balance at December 31, 2025
  
 
748,688,068
 
 
$
7
 
  
$
8,479,886
 
 
$
191,641
 
 
$
(6,008
 
$
8,665,526
 
 
$
7,224,211
 
 
$
4,610,932
 
 
$
20,500,669
 
 
$
1,380,503
 
Transfer In Due to Consolidation of Fund Entities
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
120,495
 
 
 
 
 
 
120,495
 
 
 
 
Transfer Out Due to Deconsolidation of Fund Entities
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
(433,923
 
 
 
 
 
(433,923
 
 
 
Net Income
  
 
 
 
 
 
  
 
 
 
 
1,878,918
 
 
 
 
 
 
1,878,918
 
 
 
293,016
 
 
 
1,415,875
 
 
 
3,587,809
 
 
 
26,164
 
Currency Translation Adjustment
  
 
 
 
 
 
  
 
 
 
 
 
 
 
(12,581
 
 
(12,581
 
 
 
 
 
(9,833
 
 
(22,414
 
 
(28,527
Capital Contributions
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
689,967
 
 
 
8,994
 
 
 
698,961
 
 
 
85,648
 
Capital Distributions
  
 
 
 
 
 
  
 
 
 
 
(2,089,205
 
 
 
 
 
(2,089,205
 
 
(746,862
 
 
(1,366,621
 
 
(4,202,688
 
 
(92,705
Transfer and Repurchase of
Non-Controlling
Interests in Consolidated Entities
  
 
 
 
 
 
  
 
250
 
 
 
 
 
 
 
 
 
250
 
 
 
(42,613
 
 
 
 
 
(42,363
 
 
 
Deferred Tax Effects on Equity Transactions
  
 
 
 
 
 
  
 
16,810
 
 
 
 
 
 
 
 
 
16,810
 
 
 
 
 
 
 
 
 
16,810
 
 
 
 
Equity-Based Compensation
  
 
 
 
 
 
  
 
594,675
 
 
 
 
 
 
 
 
 
594,675
 
 
 
 
 
 
352,672
 
 
 
947,347
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
  
 
2,657,770
 
 
 
 
  
 
(60,141
 
 
 
 
 
 
 
 
(60,141
 
 
 
 
 
 
 
 
(60,141
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
  
 
(400,000
 
 
 
  
 
(48,417
 
 
 
 
 
 
 
 
(48,417
 
 
 
 
 
 
 
 
(48,417
 
 
 
Change in Blackstone Inc.’s Ownership Interest
  
 
 
 
 
 
  
 
50,301
 
 
 
 
 
 
 
 
 
50,301
 
 
 
 
 
 
(50,301
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
  
 
1,655,449
 
 
 
 
  
 
18,407
 
 
 
 
 
 
 
 
 
18,407
 
 
 
 
 
 
(18,407
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2026
  
 
752,601,287
 
 
$
7
 
  
$
9,051,771
 
 
$
(18,646
 
$
(18,589
 
$
9,014,543
 
 
$
7,104,291
 
 
$
4,943,311
 
 
$
21,062,145
 
 
$
1,371,083
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent. 
continued...
See notes to condensed consolidated financial statements.
 
11

Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
$ $ $ $ $ $ $ $ $ $
             
    
Shares of
Blackstone
Inc. (a)
 
Blackstone Inc. (a)
               
    
Common
Stock
 
Common
Stock
  
Additional
Paid-in-
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Compre-
hensive
Income
(Loss)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Blackstone
Holdings
 
Total Equity
 
Redeemable
Non-
Controlling
Interests in
Consolidated
Entities
Balance at December 31, 2024
  
 
731,925,965
 
 
$
7
 
  
$
7,444,561
 
 
$
808,079
 
 
$
(40,326
 
$
8,212,321
 
 
$
6,154,943
 
 
$
4,326,352
 
 
$
18,693,616
 
 
$
801,399
 
Transfer Out Due to Deconsolidation of Fund Entities
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
(389,344
 
 
 
 
 
(389,344
 
 
(127,295
Net Income
  
 
 
 
 
 
  
 
 
 
 
1,379,096
 
 
 
 
 
 
1,379,096
 
 
 
341,383
 
 
 
1,088,319
 
 
 
2,808,798
 
 
 
26,109
 
Currency Translation Adjustment
  
 
 
 
 
 
  
 
 
 
 
 
 
 
41,381
 
 
 
41,381
 
 
 
 
 
 
34,617
 
 
 
75,998
 
 
 
165,529
 
Capital Contributions
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
1,121,422
 
 
 
8,299
 
 
 
1,129,721
 
 
 
722,245
 
Capital Distributions
  
 
 
 
 
 
  
 
 
 
 
(1,824,561
 
 
 
 
 
(1,824,561
 
 
(380,877
 
 
(1,257,746
 
 
(3,463,184
 
 
(102,226
Transfer and Repurchase of
Non-Controlling
Interests in Consolidated Entities
  
 
 
 
 
 
  
 
1,158
 
 
 
 
 
 
 
 
 
1,158
 
 
 
258
 
 
 
 
 
 
1,416
 
 
 
1,368
 
Deferred Tax Effects on Equity Transactions
  
 
 
 
 
 
  
 
69,287
 
 
 
 
 
 
 
 
 
69,287
 
 
 
 
 
 
 
 
 
69,287
 
 
 
 
Equity-Based Compensation
  
 
 
 
 
 
  
 
496,599
 
 
 
 
 
 
 
 
 
496,599
 
 
 
 
 
 
304,207
 
 
 
800,806
 
 
 
 
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock
  
 
2,792,871
 
 
 
 
  
 
(76,532
 
 
 
 
 
 
 
 
(76,532
 
 
 
 
 
 
 
 
(76,532
 
 
 
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units
  
 
(400,000
 
 
 
  
 
(58,831
 
 
 
 
 
 
 
 
(58,831
 
 
 
 
 
 
 
 
(58,831
 
 
 
Change in Blackstone Inc.’s Ownership Interest
  
 
 
 
 
 
  
 
62,176
 
 
 
 
 
 
 
 
 
62,176
 
 
 
 
 
 
(62,176
 
 
 
 
 
 
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock
  
 
4,737,108
 
 
 
 
  
 
50,245
 
 
 
 
 
 
 
 
 
50,245
 
 
 
 
 
 
(50,245
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2025
  
 
739,055,944
 
 
$
7
 
  
$
7,988,663
 
 
$
362,614
 
 
$
1,055
 
 
$
8,352,339
 
 
$
6,847,785
 
 
$
4,391,627
 
 
$
19,591,751
 
 
$
1,487,129
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent. 
See notes to condensed consolidated financial statements.
 
12

Blackstone Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
 
 
$
                        
$
                        
    
Six Months Ended June 30,
    
2026
 
2025
Operating Activities
    
Net Income
  
$
3,613,973
 
 
$
2,834,907
 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
    
Net Realized Gains on Investments
  
 
(2,937,722
 
 
(1,905,804
Changes in Unrealized Gains on Investments
  
 
(207,451
 
 
(632,886
Non-Cash
Performance Allocations
  
 
(870,592
 
 
(576,484
Non-Cash
Performance Allocations and Incentive Fee Compensation
  
 
1,428,628
 
 
 
953,235
 
Equity-Based Compensation Expense
  
 
915,468
 
 
 
783,445
 
Amortization of Intangibles
  
 
18,072
 
 
 
17,949
 
Other
Non-Cash
Amounts Included in Net Income
  
 
(263,024
)
 
 
136,035
 
Cash Flows Due to Changes in Operating Assets and Liabilities
    
Cash Acquired with Consolidation of Fund Entities
  
 
830
 
 
 
 
Cash Relinquished with Deconsolidation of Fund Entities
  
 
(12,946
 
 
(65,803
Accounts Receivable
  
 
(402,662
)
 
 
(117,317
Due from Affiliates
  
 
476,083
 
 
 
241,640
 
Other Assets
  
 
194,767
 
 
 
118,683
 
Accrued Compensation and Benefits
  
 
(953,907
 
 
(705,817
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
166,094
 
 
 
(23,200
Due to Affiliates
  
 
10,999
 
 
 
(150,153
Investments Purchased
  
 
(1,417,701
 
 
(2,351,387
Cash Proceeds from Sale of Investments
  
 
3,173,541
 
 
 
3,440,678
 
  
 
 
 
 
 
 
 
Net Cash Provided by Operating Activities
  
 
2,932,450
 
 
 
1,997,721
 
  
 
 
 
 
 
 
 
Investing Activities
    
Purchase of Furniture, Equipment and Leasehold Improvements
  
 
(65,372
 
 
(69,424
  
 
 
 
 
 
 
 
Net Cash Used in Investing Activities
  
 
(65,372
 
 
(69,424
  
 
 
 
 
 
 
 
Financing Activities
    
Distributions to
Non-Controlling
Interest Holders in Consolidated Entities
  
 
(839,320
 
 
(481,852
Contributions from
Non-Controlling
Interest Holders in Consolidated Entities
  
 
733,252
 
 
 
1,845,102
 
Payments Under Tax Receivable Agreement
  
 
(63,820
 
 
(43,954
Net Settlement of Vested Common Stock and Repurchase of Common Stock
  
 
(108,558
 
 
(135,363
Proceeds from Loans Payable
  
 
1,637,859
 
 
 
1,024,556
 
continued…
See notes to condensed consolidated financial statements.
 
1
3

Blackstone Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
 
 
$
                        
$
                        
    
Six Months Ended June 30,
    
2026
 
2025
Financing Activities (Continued)
 
Repayment and Repurchase of Loans Payable
  
$
(851,318
 
$
(706,362
Dividends/Distributions to Stockholders and Unitholders
  
 
(3,446,832
 
 
(3,074,008
  
 
 
 
 
 
 
 
Net Cash Used in Financing Activities
  
 
(2,938,737
 
 
(1,571,881
  
 
 
 
 
 
 
 
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other
  
 
(9,720
 
 
16,841
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other
    
Net Increase (Decrease)
  
 
(81,379
 
 
373,257
 
Beginning of Period
  
 
2,854,682
 
 
 
2,176,192
 
  
 
 
 
 
 
 
 
End of Period
  
$
2,773,303
 
 
$
2,549,449
 
  
 
 
 
 
 
 
 
Supplemental Disclosure of Cash Flows Information
    
Payments for Interest
  
$
261,314
 
 
$
248,437
 
    
 
 
 
 
 
 
 
Payments for Income Taxes
  
$
141,294
 
 
$
296,994
 
    
 
 
 
 
 
 
 
Supplemental Disclosure of
Non-Cash
Investing and Financing Activities
    
Non-Cash
Contributions from
Non-Controlling
Interest Holders
  
$
8,994
 
 
$
8,299
 
  
 
 
 
 
 
 
 
Non-Cash
Distributions to
Non-Controlling
Interest Holders
  
$
(9,241
 
$
(9,551
  
 
 
 
 
 
 
 
Transfer of Interests to
Non-Controlling
Interest Holders
  
$
(42,613
 
$
1,626
 
  
 
 
 
 
 
 
 
Net Settlement of Vested Common Stock
  
$
601,407
 
 
$
580,665
 
  
 
 
 
 
 
 
 
Deferred Tax Asset Increase from Equity Transactions
  
$
77,800
 
 
$
255,309
 
  
 
 
 
 
 
 
 
Due to Affiliates Increase Related to the Impact of Conversions on Tax Receivable Agreements
  
$
56,796
 
 
$
199,908
 
  
 
 
 
 
 
 
 
The following table provides a reconciliation of Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other reported within the Condensed Consolidated Statements of Financial Condition:
 
$
                        
$
                        
 
  
June 30,
2026
  
December 31,
2025
Cash and Cash Equivalents
  
$
2,507,073
 
  
$
2,631,241
 
Cash Held by Blackstone Funds and Other
  
 
266,230
 
  
 
223,441
 
  
 
 
 
  
 
 
 
  
$
2,773,303
 
  
$
2,854,682
 
  
 
 
 
  
 
 
 
See notes to condensed consolidated financial statements.
 
1
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
1.
Organization
Blackstone Inc., together with its consolidated subsidiaries (“Blackstone” or the “Company”), is the world’s largest alternative asset manager. Blackstone’s asset management business includes global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. “Blackstone Funds” refers to the funds and other vehicles that are managed by Blackstone. Blackstone’s business is organized into four segments: Real Estate, Private Equity, Credit & Insurance and Multi-Asset Investing.
Blackstone Inc. was initially formed as The Blackstone Group L.P., a Delaware limited partnership, on March 12, 2007. Prior to its conversion on July 1, 2019 to a Delaware corporation, Blackstone Inc. was managed and operated by Blackstone Group Management L.L.C., which is wholly owned by Blackstone’s senior managing directors and controlled by one of Blackstone’s founders, Stephen A. Schwarzman (the “Founder”).
The activities of Blackstone are conducted through its holding partnerships: Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (collectively, “Blackstone Holdings,” “Blackstone Holdings Partnerships” or the “Holding Partnerships”). Blackstone, through its wholly owned subsidiaries, is the sole general partner of each of the Holding Partnerships. Generally, holders of the limited partner interests in the Holding Partnerships may, four times each year, exchange their limited partnership interests (“Partnership Units”) for Blackstone common stock, on a
one-to-one
basis, exchanging one Partnership Unit from each of the Holding Partnerships for one share of Blackstone common stock.
 
2.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Blackstone have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions
to
Form 10-Q.
The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in Blackstone’s Annual Report on
Form 10-K
for the year ended December 31, 2025 filed with the United States Securities and Exchange Commission.
The condensed consolidated financial statements include the accounts of Blackstone, its wholly owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which Blackstone is considered the primary beneficiary, and certain partnerships or similar entities which are not considered variable interest entities but in which the general partner is determined to have control.
All intercompany balances and transactions have been eliminated in consolidation.
Consolidation
Blackstone consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner has a controlling financial interest. Blackstone has a controlling financial interest in Blackstone Holdings because the limited partners do not have the right to dissolve the partnerships or have substantive
kick-out
rights or participating rights that would overcome the control held by Blackstone. Accordingly, Blackstone consolidates Blackstone Holdings and records
non-controlling
interests to reflect the economic interests of the limited partners of Blackstone Holdings.
 
1
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
In addition, Blackstone consolidates all variable interest entities (“VIE”) for which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Blackstone holds a variable interest is a VIE and (b) whether Blackstone’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.
Blackstone determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether Blackstone is the primary beneficiary, Blackstone evaluates its control rights as well as economic interests in the entity held either directly or indirectly by Blackstone. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that Blackstone is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by Blackstone, affiliates of Blackstone or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, Blackstone assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
Assets of consolidated VIEs that can only be used to settle obligations of the
consolidated
VIE and liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of Blackstone are presented in a separate section in the Condensed Consolidated Statements of Financial Condition.
Blackstone’s other disclosures regarding VIEs are discussed in Note 8. “Variable Interest Entities.”
Revenue Recognition
Revenues primarily consist of management and advisory fees, incentive fees, investment income, interest and dividend revenue and other.
Management and advisory fees and incentive fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 17. “Segment Reporting” for a disaggregated presentation of revenues from contracts with customers.
Management and Advisory Fees, Net
 — Management and Advisory Fees, Net are comprised of management fees, including base management fees, transaction, advisory and other fees net of management fee reductions and offsets.
Blackstone earns base management fees from its customers at a fixed percentage of a calculation base which is typically net asset value, gross asset value, total fair value of investments, committed capital, total invested capital or remaining invested capital. Blackstone identifies its customers on a fund by fund basis in accordance with the terms and circumstances of the individual fund. Generally the customer is identified as the investors in its
 
1
6

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
managed funds and investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be identified as the customer. These customer contracts require Blackstone to provide investment management services, which represents a performance obligation that Blackstone satisfies over time. Management fees are a form of variable consideration because the fees Blackstone is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically quarterly) and are not subject to clawback once paid.
Transaction, advisory and other fees includes fees charged to the investors of funds indirectly through the managed funds and portfolio companies and capital markets advisory revenues. Investment advisory agreements may require that the investment adviser reduce the amount of management fees payable by the investors to Blackstone (“management fee reductions”) by an amount equal to a portion of the transaction and other fees paid to Blackstone. The amount of the reduction varies by fund, the type of fee paid and the previously incurred expenses of the fund. These fees and associated management fee reductions are a component of the transaction price for Blackstone’s performance obligation to provide investment management services to the investors of funds and are recognized as changes to the transaction price in the period in which they are charged and the services are performed. Capital markets advisory revenues include fees earned in connection with advisory and capital markets services such as, underwriting, issuance, placement and syndication of debt and equity instruments, and are generally not subject to corresponding management fee reductions.
Management fee offsets are reductions to management fees payable by the investors of the Blackstone Funds, which includes amounts such investors reimburse the Blackstone Funds or Blackstone primarily for placement fees, rebates and other consideration determined to be an adjustment to the transaction price. Providing investment management services requires Blackstone to arrange for services on behalf of its customers. In those situations where Blackstone is acting as an agent on behalf of the investors of funds, it presents the cost of services as net against management fee revenue. In all other situations, Blackstone is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements. As a result, the cost of those services is presented as Compensation or General, Administrative and Other expense, as appropriate, with any reimbursement from the investors of the funds recorded as Management and Advisory Fees, Net. In cases where the investors of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract. Capitalized placement fees are amortized over the life of the customer contract, are recorded within Other Assets in the Condensed Consolidated Statements of Financial Condition and amortization is recorded within General, Administrative and Other within the Condensed Consolidated Statements of Operations. In cases where the Blackstone Funds are determined to be the customer in the arrangement, placement fees are generally expensed as incurred. Blackstone may also pay ongoing investor servicing fees to certain distributors of its products. Where Blackstone is the principal in those arrangements, ongoing investor servicing fees are expensed as incurred and are recorded within General, Administrative and Other expense.
Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date are included in Due from Affiliates in the Condensed Consolidated Statements of Financial Condition.
Incentive Fees
 — Contractual fees earned based on the performance of Blackstone vehicles (“Incentive Fees”) are a form of variable consideration in Blackstone’s contracts with customers to provide investment management services. Incentive Fees are earned based on performance of the vehicle during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each vehicle’s governing agreements. Incentive Fees will not be recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. Incentive Fees are typically recognized as
 
17

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
revenue when realized at the end of the measurement period. Once realized, such fees are not subject to clawback or reversal. Accrued but unpaid Incentive Fees charged directly to investors in Blackstone vehicles as of the reporting date are recorded within Due from Affiliates in the Condensed Consolidated Statements of Financial Condition.
Investment Income (Loss)
 — Investment Income (Loss) represents the unrealized and realized gains and losses on Blackstone’s Performance Allocations and Principal Investments.
In carry fund structures and certain open-ended structures, Blackstone, through its subsidiaries, invests alongside its limited partners in a partnership and is entitled to its
pro-rata
share of the results of the fund vehicle (a
“pro-rata
allocation”). In addition to a
pro-rata
allocation, and assuming certain investment returns are achieved, Blackstone is entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”).
Performance Allocations are made to the general partner based either on cumulative fund performance to date, subject to a preferred return to limited partners or based on vehicle performance over a period of time, subject to a high water mark and preferred return to investors. At the end of each reporting period, Blackstone calculates the balance of accrued Performance Allocations (“Accrued Performance Allocations”) that would be due to Blackstone for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore cannot have negative Performance Allocations over the life of a fund. Accrued Performance Allocations as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Performance Allocations in carry fund structures are realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return or, in limited instances, after certain thresholds for return of capital are met. Performance Allocations in carry fund structures are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received Performance Allocations, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and
non-controlling
interest holders that would need to be repaid to the Blackstone carry funds if the Blackstone carry funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain funds, which may have an interim clawback liability. Performance Allocations in open-ended structures are realized based on the stated time period in the agreements and are generally not subject to clawback once paid.
Principal Investments include the unrealized and realized gains and losses on Blackstone’s principal investments, including its investments in Blackstone Funds that are not consolidated and receive
pro-rata
allocations, its equity method investments and other principal investments. Income (Loss) on Principal Investments is realized when Blackstone redeems all or a portion of its investment or when Blackstone receives cash income, such as dividends or distributions. Unrealized Income (Loss) on Principal Investments results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.
 
18

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Interest and Dividend Revenue
 — Interest consists primarily of interest income earned on cash, receivables and Blackstone held principal investments not accounted for under the equity method. Dividend Revenue consists primarily of dividend income earned on principal investments not accounted for under the equity method held by Blackstone, including investments accounted for under the fair value option.
Other Revenue
 — Other Revenue consists of miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
 
 
 
Level I – Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. Blackstone does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price.
 
 
 
Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within consolidated collateralized loan obligations (“CLO”) vehicles, government and agency securities, less liquid and restricted equity securities, and certain
over-the-counter
derivatives where the fair value is based on observable inputs. Notes issued by consolidated CLO vehicles are classified within Level II of the fair value hierarchy.
 
 
 
Level III – Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include private investments in the equity of operating companies, real estate properties, distressed debt and
non-investment
grade residual interests in securitizations, investments in
non-consolidated
CLOs and certain
over-the-counter
derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Blackstone’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
 
1
9

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Level II Valuation Techniques
Financial instruments classified within Level II of the fair value hierarchy comprise debt instruments, debt securities sold, not yet purchased and certain equity securities and derivative instruments valued using observable inputs.
The valuation techniques used to value financial instruments classified within Level II of the fair value hierarchy are as follows:
 
 
 
Debt Instruments and Equity Securities are valued on the basis of prices from an orderly transaction between market participants including those provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction.
 
 
 
Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.
 
 
 
Notes issued by consolidated CLO vehicles are measured based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services.
Level III Valuation Techniques
In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for
non-performance
and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties and investments in
non-consolidated
CLO vehicles.
Real Estate Investments
– The fair values of real estate investments are determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs, among other measures and considerations. The methods used to estimate the fair value of real estate investments include the discounted cash flow method, where value is calculated by discounting the estimated cash flows and the estimated terminal value of the subject investment by the assumed buyer’s weighted-average cost of capital. A terminal value is derived by reference to an exit multiple, such as for estimates of earnings before interest, taxes, depreciation and amortization (“EBITDA”), or a capitalization rate, such as for estimates of net operating income (“NOI”). Valuations may also be derived by the performance multiple or market approach, by reference to observable valuation measures for comparable companies or assets (for example, dividing NOI by a relevant capitalization rate observed for comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables.
Private Equity Investments
– The fair values of private equity investments are determined by reference to projected net earnings, EBITDA, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are based on unaudited information at the time received. The methods used to estimate the fair value of private equity investments include the discounted cash flow method. Where a discounted cash flow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit multiples. Valuations may also be derived by reference to observable valuation measures for comparable
 
20

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
companies or transactions (for example, multiplying a key performance metric of the investee company, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods.
Credit-Focused Investments
– For credit-focused investments that are not publicly traded or whose market prices are not readily available, Blackstone may utilize other valuation techniques, including the discounted cash flow method or a market approach. The discounted cash flow method projects the expected cash flows of the debt instrument based on contractual terms, and discounts such cash flows back to the valuation date using a market-based yield. The market-based yield is generally estimated using yields of publicly traded debt instruments issued by companies operating in similar industries as the subject investment or based on changes in credit spreads of a broader benchmark index applicable to a subject investment.
The market approach is generally used to determine the enterprise value of the issuer of a credit investment, and considers valuation multiples of comparable companies or transactions. The resulting enterprise value will dictate whether or not such credit investment has adequate enterprise value coverage. In cases of distressed credit instruments, the market approach may be used to estimate a recovery value in the event of a restructuring.
Investments, at Fair Value
Generally, the Blackstone Funds are accounted for as investment companies in accordance with the GAAP guidance on investment companies, and under the American Institute of Certified Public Accountants Audit and Accounting Guide,
Investment Companies
, and reflect their investments, including majority-owned and controlled investments, at fair value. Such consolidated funds’ investments are reflected in Investments on the Condensed Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price).
Certain principal investments are presented at fair value with unrealized appreciation or depreciation and realized gains and losses recognized in the Condensed Consolidated Statements of Operations within Investment Income (Loss).
For certain instruments, Blackstone has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition or other eligible election dates. Blackstone has applied the fair value option for certain loans and receivables, unfunded loan commitments and certain investments that otherwise would not have been carried at fair value with gains and losses recorded in net income. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate and credit-focused investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.
Blackstone has elected the fair value option for the assets of consolidated CLO vehicles. As permitted under GAAP, Blackstone measures notes issued by consolidated CLO vehicles as (a) the sum of the fair value of the consolidated CLO assets and the carrying value of any
non-financial
assets held temporarily, less (b) the sum of the fair value of any beneficial interests retained by Blackstone (other than those that represent compensation for services) and Blackstone’s carrying value of any beneficial interests that represent compensation for services. As a
 
21

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
result of this measurement alternative, there is no attribution of amounts to
Non-Controlling
Interests for consolidated CLO vehicles. Assets of the consolidated CLOs are presented within Investments within the Condensed Consolidated Statements of Financial Condition and notes payable within Loans Payable for the amounts due to unaffiliated third parties. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income are presented within Net Gains (Losses) from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses.
Blackstone has elected the fair value option for certain proprietary investments that would otherwise have been accounted for using the equity method of accounting. The fair value of such investments is based on quoted prices in an active market, quoted prices that are published on a regular basis and are the basis for current transactions or using the discounted cash flow method. Changes in fair value are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
Further disclosure on instruments for which the fair value option has been elected is presented in Note 6. “Fair Value Option.”
Blackstone may elect to measure certain proprietary investments in equity securities without readily determinable fair values under the measurement alternative, which reflects cost less impairment, with adjustments in value resulting from observable price changes arising from orderly transactions of the same or a similar security from the same issuer. If the measurement alternative election is not made, the equity security is measured at fair value. The measurement alternative election is made on an instrument by instrument basis. The election is reassessed each reporting period to determine whether investments under the measurement alternative have readily determinable fair values, in which case they would no longer be eligible for this election.
Certain investments of Blackstone and the consolidated Blackstone funds are valued at NAV per share pursuant to the practical expedient. In limited circumstances, Blackstone may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, Blackstone will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP.
The terms of the investee’s investment generally provide for minimum holding periods or
lock-ups,
the institution of gates on redemptions or the suspension of redemptions or an ability to side pocket investments, at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date.
Security and loan transactions are recorded on a trade date basis.
Equity Method Investments
Investments in which Blackstone is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. Blackstone has significant influence over all Blackstone Funds in which it invests but does not consolidate. Therefore, its investments in such Blackstone Funds, which generally include both a proportionate and disproportionate allocation of the profits and losses (as is the case with funds that include a Performance Allocation), are accounted for under the equity method. Under the equity method of accounting, Blackstone’s share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
 
22

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
In cases where Blackstone’s equity method investments provide for a disproportionate allocation of the profits and losses (as is the case with funds that include a Performance Allocation), Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period, Blackstone calculates the Accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner, or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. The carrying amounts of equity method investments are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Strategic Partners’ results presented in Blackstone’s condensed consolidated financial statements are reported on a three-month lag from Strategic Partners’ fund financial statements, which report the performance of underlying investments generally on a same quarter basis, if available. Therefore, Strategic Partners’ results presented herein do not reflect the impact of economic and
market
activity in the current quarter. Current quarter market activity of Strategic Partners’ underlying investments is expected to affect Blackstone’s reported results in upcoming periods.
Compensation and Benefits
Compensation and Benefits
 —
Compensation
 — Compensation consists of (a) salary and bonus, and benefits paid and payable to employees and senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees and senior managing directors. Compensation cost relating to the issuance of equity-based awards to senior managing directors and employees is measured at fair value at the grant date, and expensed over the vesting period on a straight-line basis, taking into consideration expected forfeitures, except in the case of (a) equity-based awards that do not require future service, which are expensed immediately, and (b) certain awards to recipients that meet criteria making them eligible for retirement (allowing such recipient to keep a percentage of those awards upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date. Cash settled equity-based awards and awards settled in a variable number of shares are classified as liabilities and are remeasured at the end of each reporting period.
Compensation and Benefits
 — Incentive Fee Compensation
 —
Incentive Fee Compensation consists of compensation paid based on Incentive Fees.
Compensation and Benefits
 — Performance Allocations Compensation
 —
Performance Allocations Compensation
consists
of compensation paid based on Performance Allocations (which may be distributed in cash or
in-kind).
Such compensation expense is subject to both positive and negative adjustments. Performance Allocations Compensation is generally based on the performance of individual investments held by a fund rather than on a fund by fund basis. These amounts may also include allocations of investment income from Blackstone’s principal investments, to senior managing directors and employees participating in certain profit sharing initiatives.
 
2
3

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Non-Controlling
Interests in Consolidated Entities
Non-Controlling
Interests in Consolidated Entities represent the component of Equity in general partner entities and consolidated Blackstone funds held by third-party investors and employees. The percentage interests in consolidated Blackstone funds held by third parties and employees is adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-focused funds which occur during the reporting period. Income (Loss) and other comprehensive income, if applicable, arising from the respective entities is allocated to
non-controlling
interests in consolidated entities based on the relative ownership interests of third-party investors and employees after considering any contractual arrangements that govern the allocation of income (loss) such as fees allocable to Blackstone Inc.
Redeemable
Non-Controlling
Interests in Consolidated Entities
Investors in certain consolidated vehicles may be granted redemption rights that allow for quarterly or monthly redemption, as outlined in the relevant governing documents. Such redemption rights may be subject to certain limitations, including limits on the aggregate amount of interests that may be redeemed in a given period, may only allow for redemption following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. As a result, amounts relating to third-party interests in such consolidated vehicles are presented as Redeemable
Non-Controlling
Interests in Consolidated Entities within the Condensed Consolidated Statements of Financial Condition. When redeemable amounts become legally payable to investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition. For all consolidated vehicles in which redemption rights have not been granted,
non-controlling
interests are presented within Equity in the Condensed Consolidated Statements of Financial Condition as
Non-Controlling
Interests in Consolidated Entities.
Non-Controlling
Interests in Blackstone Holdings
Non-Controlling
Interests in Blackstone Holdings represent the component of Equity in the consolidated Blackstone Holdings Partnerships held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.
Certain costs and expenses are borne directly by the Holdings Partnerships. Income (Loss), excluding those costs directly borne by and attributable to the Holdings Partnerships, is attributable to
Non-Controlling
Interests in Blackstone Holdings. This residual attribution is based on the
year-to-date
average percentage of Blackstone Holdings Partnership Units and unvested participating Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Unvested participating Holdings Partnership Units are excluded from the attribution in periods of loss as they are not contractually obligated to share in losses of the Holdings Partnerships.
Income Taxes
Provision for Income Taxes
Income taxes are provided for using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities, resulting in all pretax amounts being appropriately tax effected in the period, irrespective of which tax return year items will be reflected. Blackstone reports interest expense and tax penalties related to income tax matters in provision for income taxes.
 
2
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities. These temporary differences result in taxable or deductible amounts in future years and are measured using the tax rates and laws that will be in effect when such differences are expected to reverse. Valuation allowances are established to reduce the deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets are separately stated, and deferred tax liabilities are included in Accounts Payable, Accrued Expenses, and Other Liabilities in the condensed consolidated financial statements.
Unrecognized Tax Benefits
Blackstone recognizes tax positions in the condensed consolidated financial statements when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in the return and amounts recognized in the condensed consolidated financial statements. Accrued interest and penalties related to unrecognized tax benefits are reported on the related liability line in the condensed consolidated financial statements.
Net Income (Loss) Per Share of Common Stock
Basic Income (Loss) Per Share of Common Stock is calculated by dividing Net Income (Loss) Attributable to Blackstone Inc. by the weighted-average shares of common stock, unvested participating shares of common stock outstanding for the period and vested deferred restricted shares of common stock that have been earned for which issuance of the related shares of common stock is deferred until future periods. Diluted Income (Loss) Per Share of Common Stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.
Blackstone applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for certain equity-based compensation awards. Blackstone applies the
“if-converted”
method to the Blackstone Holdings Partnership Units to determine the dilutive impact, if any, of the exchange right included in the Blackstone Holdings Partnership Units. Blackstone applies the contingently issuable share model to contracts that may require the issuance of shares.
Reverse Repurchase and Repurchase Agreements
Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), generally comprised of U.S. and
non-U.S.
government and agency securities, asset backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. The carrying value of reverse repurchase and repurchase agreements approximates fair value.
Blackstone manages credit exposure arising from reverse repurchase agreements and repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide Blackstone, in the event of a counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
 
2
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Blackstone takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. Blackstone also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to repurchase agreements are included in Note 9. “Repurchase Agreements.”
Blackstone does not offset assets and liabilities relating to reverse repurchase agreements and repurchase agreements in its Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to offsetting are discussed in Note 10. “Offsetting of Assets and Liabilities.”
Securities Sold, Not Yet Purchased
Securities Sold, Not Yet Purchased consist of equity and debt securities that Blackstone has borrowed and sold. Blackstone is required to “cover” its short sale in the future by purchasing the security at prevailing market prices and delivering it to the counterparty from which it borrowed the security. Blackstone is exposed to loss in the event that the price at which a security may have to be purchased to cover a short sale exceeds the price at which the borrowed security was sold short.
Securities Sold, Not Yet Purchased are recorded at fair value within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.
Derivative Instruments
Blackstone recognizes all derivatives as assets or liabilities on its Condensed Consolidated Statements of Financial Condition at fair value. On the date Blackstone enters into a derivative contract, it designates and documents each derivative contract as one of the following: (a) a hedge of a recognized asset or liability (“fair value hedge”), (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (c) a hedge of a net investment in a foreign operation, or (d) a derivative instrument not designated as a hedging instrument (“freestanding derivative”).
For freestanding derivative contracts, Blackstone presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone funds are reflected in Net Gains (Losses) from Fund Investment Activities or, where derivative instruments are held by Blackstone, within Investment Income (Loss) in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets of the consolidated Blackstone funds are recorded within Investments, the fair value of freestanding derivative assets that are not part of the consolidated Blackstone funds are recorded within Other Assets and the fair value of freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.
Blackstone has elected to not offset derivative assets and liabilities or financial assets in its Condensed Consolidated Statements of Financial Condition, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides Blackstone, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
Blackstone’s other disclosures regarding derivative financial instruments are discussed in Note 5. “Derivative Financial Instruments.”
Blackstone’s disclosures regarding offsetting are discussed in Note 10. “Offsetting of Assets and Liabilities.”
 
2
6

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Affiliates
Blackstone considers its Founder, senior managing directors, employees,
the
Blackstone Funds and the Portfolio Companies to be affiliates.
Dividends
Dividends are reflected in the condensed consolidated financial statements when declared.
 
3.
Intangible Assets
Intangible Assets, Net consists of the following:
 
$
                        
$
                        
    
June 30,
2026
   
December 31,
2025
 
Finite-Lived Intangible Assets/Contractual Rights
  
$
 1,749,626
 
 
$
 1,749,626
 
Accumulated Amortization
  
 
(1,636,338
 
 
(1,618,267
  
 
 
   
 
 
 
Intangible Assets, Net
  
$
113,288
 
 
$
131,359
 
  
 
 
   
 
 
 
Amortization expense associated with Blackstone’s intangible assets was $9.0 million and $18.1 million for the three and six months ended June 30, 2026, respectively, and $9.0 million and $17.9 million for the three and six months ended June 30, 2025, respectively.
Amortization of Intangible Assets held at June 30, 2026 is expected to be $36.1 million, $35.1 million, $18.2 million, $17.0 million and $14.0 million for the years ending December 31, 2026, 2027, 2028, 2029 and 2030, respectively. Blackstone’s Intangible Assets as of June 30, 2026 are expected to amortize over a weighted-average period of 4.1 years.
 
4.
Investments
Investments consist of the following:
 
$
                        
$
                        
    
June 30,
2026
    
December 31,
2025
 
Investments of Consolidated Blackstone Funds
  
$
5,233,815
 
  
$
5,180,879
 
Equity Method Investments
     
Partnership Investments
  
 
6,535,521
 
  
 
6,546,190
 
Accrued Performance Allocations
  
 
13,906,754
 
  
 
12,980,356
 
Corporate Treasury Investments
  
 
401,465
 
  
 
359,657
 
Other Investments
  
 
8,510,174
 
  
 
7,145,029
 
  
 
 
    
 
 
 
  
$
34,587,729
 
  
$
32,212,111
 
 
 
  
 
 
    
 
 
 
Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $457.1 million and $472.7 million at June 30, 2026 and December 31, 2025, respectively.
Where appropriate, the accounting for Blackstone’s investments incorporates the changes in fair value of those investments as determined under GAAP. The significant inputs and assumptions required to determine the change in fair value of the Investments of Consolidated Blackstone Funds, Corporate Treasury Investments and Other Investments are discussed in more detail in Note 7. “Fair Value Measurements of Financial Instruments.”
 
2
7

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Investments of Consolidated Blackstone Funds
The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone funds and a reconciliation to Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations:
 
$
                        
$
                        
$
                        
$
                        
 
  
Three Months Ended June 30,
 
  
Six Months Ended June 30,
 
 
  
2026
 
  
2025
 
  
2026
 
  
2025
 
Realized Gains
  
$
28,341
 
  
$
22,908
 
  
$
53,504
 
  
$
47,598
 
Net Change in Unrealized Gains
  
 
105,467
 
  
 
86,053
 
  
 
174,845
 
  
 
112,584
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Realized and Net Change in Unrealized Gains from Consolidated Blackstone Funds
  
 
133,808
 
  
 
108,961
 
  
 
228,349
 
  
 
160,182
 
Interest and Dividend Revenue, Foreign Exchange Gains and Other Gains Attributable to Consolidated Blackstone Funds
  
 
6,278
 
  
 
27,369
 
  
 
11,492
 
  
 
33,723
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Other Income – Net Gains from Fund Investment Activities
  
$
140,086
 
  
$
136,330
 
  
$
239,841
 
  
$
193,905
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Equity Method Investments
Blackstone’s equity method investments include Partnership Investments, which represent the
pro-rata
investments, and any associated Accrued Performance Allocations, in Blackstone Funds, excluding any equity method investments for which the fair value option has been elected. Blackstone evaluates each of its equity method investments, excluding Accrued Performance Allocations, to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission. As of and for the six months ended June 30, 2026 and 2025, no individual equity method investment held by Blackstone met the significance criteria.
Partnership Investments
Blackstone recognized net gains related to its Partnership Investments accounted for under the equity method of $122.9 million and $279.4 million for the three months ended June 30, 2026 and 2025, respectively. Blackstone recognized net gains related to its Partnership Investments accounted for under the equity method of $225.4 million and $420.0 million for the six months ended June 30, 2026 and 2025, respectively.
 
2
8

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Accrued Performance Allocations
Accrued Performance Allocations to Blackstone were as follows:
 
$
                        
$
                        
$
                        
$
                        
$
                        
    
Real

Estate
 
Private
Equity
 
Credit &
Insurance
 
Multi-Asset

Investing
 
Total
Accrued Performance Allocations, December 31, 2025
  
$
1,762,496
 
 
$
10,389,351
 
 
$
640,587
 
 
$
187,922
 
 
$
12,980,356
 
Performance Allocations as a Result of Changes in Fund Fair Values
  
 
842,925
 
 
 
2,414,695
 
 
 
50,954
 
 
 
287,167
 
 
 
3,595,741
 
Foreign Exchange Loss
  
 
(2,127
 
 
 
 
 
 
 
 
 
 
 
(2,127
Fund Distributions
  
 
(687,692
 
 
(1,622,832
 
 
(224,206
 
 
(132,486
 
 
(2,667,216
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued Performance Allocations, June 30, 2026
  
$
1,915,602
 
 
$
11,181,214
 
 
$
467,335
 
 
$
342,603
 
 
$
13,906,754
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Treasury Investments
The portion of corporate treasury investments included in Investments represents
Blackstone’s
investments into primarily fixed income securities, mutual fund interests, and other fund
interests
. These strategies are managed by a combination of Blackstone personnel and third-party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on these investments:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
    
2026
   
2025
    
2026
   
2025
 
Realized Gains (Losses)
  
$
(47
 
$
171
 
  
$
1,232
 
 
$
(8,185
Net Change in Unrealized Gains (Losses)
  
 
17,975
 
 
 
11,497
 
  
 
(816
 
 
14,546
 
  
 
 
   
 
 
    
 
 
   
 
 
 
  
$
17,928
 
 
$
11,668
 
  
$
416
 
 
$
6,361
 
  
 
 
   
 
 
    
 
 
   
 
 
 
Other Investments
Other Investments consist of equity method investments where Blackstone has elected the fair value option and other proprietary investment securities held by Blackstone, including
equity
securities carried at fair value, equity investments without readily determinable fair values, and senior secured and subordinated notes in
non-consolidated
CLO vehicles. Equity investments without a readily determinable
fair
value had a carrying value of $517.2 million as of June 30, 2026. In the period of acquisition and upon remeasurement in connection with an observable transaction, such investments are reported at fair value. See Note 7. “Fair Value Measurements of Financial Instruments” for additional detail. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in Other Investments:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended June 30,
    
Six Months Ended June 30,
 
    
2026
   
2025
    
2026
   
2025
 
Realized Gains (Losses)
  
$
(8,275
 
$
8,622
 
  
$
(4,495
 
$
121,270
 
Net Change in Unrealized Gains
  
 
385,185
 
 
 
215,750
 
  
 
70,256
 
 
 
388,182
 
  
 
 
   
 
 
    
 
 
   
 
 
 
  
$
376,910
 
 
$
224,372
 
  
$
65,761
 
 
$
509,452
 
  
 
 
   
 
 
    
 
 
   
 
 
 
 
2
9

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
5.
Derivative Financial Instruments
Blackstone and the consolidated Blackstone funds enter into derivative contracts in the normal course of business to achieve certain risk management objectives and for general investment and business purposes. Blackstone may enter into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone may also enter into derivative contracts in order to hedge its foreign currency risk exposure against the effects of a portion of its
non-U.S.
dollar denominated currency net investments. As a result of the use of derivative contracts, Blackstone and the consolidated Blackstone funds are exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, Blackstone and the consolidated Blackstone funds enter into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.
Freestanding Derivatives
Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include interest rate swaps, foreign exchange contracts, equity swaps, options, futures and other derivative contracts.
The table below summarizes the aggregate notional amount and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts.
 
$
                    
$
                    
$
                    
$
                    
$
                    
$
                    
$
                    
$
                    
 
  
June 30, 2026
  
December 31, 2025
 
  
Assets
  
Liabilities
  
Assets
  
Liabilities
 
  
Notional
  
Fair
Value
  
Notional
  
Fair

Value
  
Notional
  
Fair
Value
  
Notional
  
Fair

Value
Freestanding Derivatives
  
  
  
  
  
  
  
  
Blackstone
  
  
  
  
  
  
  
  
Interest Rate Contracts
  
$
612,050
 
  
$
129,193
 
  
$
666,331
 
  
$
98,081
 
  
$
613,740
 
  
$
123,747
 
  
$
601,000
 
  
$
97,283
 
Foreign Currency Contracts
  
 
567,468
 
  
 
10,158
 
  
 
476,754
 
  
 
8,535
 
  
 
443,001
 
  
 
7,446
 
  
 
1,030,702
 
  
 
17,310
 
Credit Default Swaps
  
 
 
  
 
 
  
 
640
 
  
 
21
 
  
 
 
  
 
 
  
 
640
 
  
 
19
 
Total Return Swaps
  
 
81,490
 
  
 
8,872
 
  
 
 
  
 
 
  
 
23,532
 
  
 
3,364
 
  
 
 
  
 
 
Equity Options
  
 
 
  
 
 
  
 
1,521,822
 
  
 
1,152,061
 
  
 
 
  
 
 
  
 
1,462,632
 
  
 
1,124,147
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
1,261,008
 
  
 
148,223
 
  
 
2,665,547
 
  
 
1,258,698
 
  
 
1,080,273
 
  
 
134,557
 
  
 
3,094,974
 
  
 
1,238,759
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments of Consolidated Blackstone Funds
                       
Interest Rate Contracts
  
 
858,527
 
  
 
10,028
 
  
 
858,527
 
  
 
10,028
 
  
 
880,390
 
  
 
12,780
 
  
 
880,390
 
  
 
12,780
 
Foreign Currency Contracts
  
 
 
  
 
 
  
 
5,835
 
  
 
26
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
858,527
 
  
 
10,028
 
  
 
864,362
 
  
 
10,054
 
  
 
880,390
 
  
 
12,780
 
  
 
880,390
 
  
 
12,780
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
2,119,535
 
  
$
158,251
 
  
$
3,529,909
 
  
$
1,268,752
 
  
$
1,960,663
 
  
$
147,337
 
  
$
3,975,364
 
  
$
1,251,539
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
30

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The table below summarizes the impact to the Condensed Consolidated Statements of Operations from derivative financial instruments:
 
$
                        
$
                        
$
                        
$
                        
 
  
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
  
2026
 
 
2025
 
 
2026
 
 
2025
 
Freestanding Derivatives
  
 
 
 
Realized Gains (Losses)
  
 
 
 
Foreign Currency Contracts
  
$
5,018
 
 
$
11,776
 
 
$
(9,617
 
$
(116
Credit Default Swaps
  
 
1
 
 
 
5
 
 
 
1
 
 
 
5
 
Total Return Swaps
  
 
774
 
 
 
7,698
 
 
 
1,954
 
 
 
8,474
 
  
 
 
   
 
 
   
 
 
   
 
 
 
  
 
5,793
 
 
 
19,479
 
 
 
(7,662
 
 
8,363
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Net Change in Unrealized Gains (Losses)
        
Interest Rate Contracts
  
 
(5,106
 
 
(45,360
 
 
8,295
 
 
 
(37,974
Foreign Currency Contracts
  
 
(10,139
 
 
(23,103
 
 
11,478
 
 
 
(6,376
Credit Default Swaps
  
 
(2
 
 
(11
 
 
(2
 
 
(17
Total Return Swaps
  
 
1,685
 
 
 
(4,270
 
 
3,536
 
 
 
(542
Equity Options
  
 
(2,806
 
 
(52,469
 
 
(27,914
 
 
(140,549
  
 
 
   
 
 
   
 
 
   
 
 
 
  
 
(16,368
 
 
(125,213
 
 
(4,607
 
 
(185,458
  
 
 
   
 
 
   
 
 
   
 
 
 
  
$
(10,575
 
$
(105,734
 
$
(12,269
 
$
(177,095
  
 
 
   
 
 
   
 
 
   
 
 
 
As of June 30, 2026 and December 31, 2025, Blackstone
had
not designated any derivatives as fair value, cash flow or net investment hedges.
 
6.
Fair Value Option
The following table summarizes the financial instruments for which the fair value option has been elected:
 
$
                        
$
                        
    
June 30,
2026
    
December 31,
2025
 
Assets
     
Loans and Receivables
  
$
394,761
 
  
$
205,158
 
Equity and Preferred Securities
  
 
6,471,882
 
  
 
4,880,907
 
Debt Securities
  
 
3,382
 
  
 
7,553
 
  
 
 
    
 
 
 
  
$
6,870,025
 
  
$
5,093,618
 
  
 
 
    
 
 
 
Liabilities
     
Corporate Treasury Commitments
  
 
1,599
 
  
 
181
 
  
 
 
    
 
 
 
  
$
1,599
 
  
$
181
 
  
 
 
    
 
 
 
 
31

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following tables present the Realized and Net Change in Unrealized Gains (Losses) on financial instruments on which the fair value option was elected:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended June 30,
    
2026
 
2025
    
Realized
Gains
  
Net Change
in Unrealized
Gains (Losses)
 
Realized
Gains (Losses)
 
Net Change
in Unrealized
Gains (Losses)
Assets
         
Loans and Receivables
  
$
592
 
  
$
(1,813
 
$
(273
 
$
245
 
Equity and Preferred Securities
  
 
300
 
  
 
87,090
 
 
 
303
 
 
 
(7,412
Debt Securities
  
 
 
  
 
(236
 
 
 
 
 
(2,808
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
$
892
 
  
$
85,041
 
 
$
30
 
 
$
(9,975
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
Liabilities
         
Corporate Treasury Commitments
  
 
 
  
 
439
 
 
 
 
 
 
512
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
$
 
  
$
439
 
 
$
 
 
$
512
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Six Months Ended June 30,
    
2026
 
2025
    
Realized
Gains (Losses)
 
Net Change
in Unrealized
Gains (Losses)
 
Realized
Gains (Losses)
 
Net Change
in Unrealized
Gains
Assets
        
Loans and Receivables
  
$
560
 
 
$
(2,966
 
$
(929
 
$
221
 
Equity and Preferred Securities
  
 
1,627
 
 
 
110,052
 
 
 
(7,761
 
 
17,700
 
Debt Securities
  
 
(11,226
 
 
8,319
 
 
 
642
 
 
 
(3,822
Assets of Consolidated CLO Vehicles
        
Corporate Loans
  
 
 
 
 
 
 
 
(1,712
 
 
1,038
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
$
(9,039
 
$
115,405
 
 
$
(9,760
 
$
15,137
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
        
CLO Notes Payable
  
$
 
 
$
 
 
$
 
 
$
859
 
Corporate Treasury Commitments
  
 
 
 
 
(1,418
 
 
 
 
 
76
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
$
 
 
$
(1,418
 
$
 
 
$
935
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table presents information for those financial instruments for which the fair value option was elected:
 
$
                        
$
                        
$
                        
$
                        
$
                        
$
                        
    
June 30, 2026
  
December 31, 2025
        
For Financial Assets
Past Due (a)
      
For Financial Assets
Past Due (a)
    
Excess
(Deficiency)
of Fair Value
Over Principal
 
Fair
Value
  
Excess
(Deficiency)
of Fair Value
Over Principal
  
Excess
(Deficiency)
of Fair Value
Over Principal
 
Fair
Value
  
Excess
(Deficiency)
of Fair Value
Over Principal
Loans and Receivables
  
$
679
 
 
$
 
  
$
 
  
$
5,490
 
 
$
 
  
$
 
Debt Securities
  
 
(38,231
 
 
 
  
 
 
  
 
(48,690
 
 
 
  
 
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
  
$
(37,552
 
$
 
  
$
 
  
$
(43,200
 
$
 
  
$
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
(a)
Assets are classified as past due if contractual payments are more than 90 days past
due
.
As of June 30, 2026 and December 31, 2025, no Loans and Receivables for which the fair value option was elected were
past
due or in
non-accrual
status.
 
3
3

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
7.
Fair Value Measurements of Financial Instruments
Financial Assets and Liabilities by the Fair Value Hierarchy
The following tables summarize the valuation of Blackstone’s financial assets and liabilities by the fair value hierarchy:
 
$
                        
$
                        
$
                        
$
                        
$
                        
    
June 30, 2026

  
Level I
  
Level II
  
Level III
  
NAV (a)
  
Total
Assets
              
Cash and Cash Equivalents
  
$
280,120
 
  
$
 
  
$
 
  
$
 
  
$
280,120
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments
              
Investments of Consolidated Blackstone Funds
              
Equity Securities, Partnerships and LLC Interests (b)
  
 
2,916
 
  
 
192,078
 
  
 
3,962,213
 
  
 
1,020,481
 
  
 
5,177,688
 
Debt Instruments
  
 
 
  
 
22,871
 
  
 
23,228
 
  
 
 
  
 
46,099
 
Freestanding Derivatives
  
 
 
  
 
10,028
 
  
 
 
  
 
 
  
 
10,028
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments of Consolidated Blackstone Funds
  
 
2,916
 
  
 
224,977
 
  
 
3,985,441
 
  
 
1,020,481
 
  
 
5,233,815
 
Corporate Treasury Investments
  
 
270,455
 
  
 
34,750
 
  
 
37,141
 
  
 
59,119
 
  
 
401,465
 
Other Investments
  
 
1,992,894
 
  
 
5,838,664
 
  
 
204,844
 
  
 
24,281
 
  
 
8,060,683
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments
  
 
2,266,265
 
  
 
6,098,391
 
  
 
4,227,426
 
  
 
1,103,881
 
  
 
13,695,963
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Receivable - Loans and Receivables
  
 
 
  
 
 
  
 
394,761
 
  
 
 
  
 
394,761
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Other Assets - Freestanding Derivatives
  
 
 
  
 
139,351
 
  
 
8,872
 
  
 
 
  
 
148,223
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
2,546,385
 
  
$
6,237,742
 
  
$
4,631,059
 
  
$
1,103,881
 
  
$
14,519,067
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Liabilities
              
Accounts Payable, Accrued Expenses and Other Liabilities
              
Consolidated Blackstone Funds - Freestanding Derivatives
  
$
 
  
$
10,054
 
  
$
 
  
$
 
  
$
10,054
 
Freestanding Derivatives
  
 
 
  
 
106,637
 
  
 
1,152,061
 
  
 
 
  
 
1,258,698
 
Contingent Consideration
  
 
 
  
 
 
  
 
152
 
  
 
 
  
 
152
 
Corporate Treasury Commitments
  
 
 
  
 
 
  
 
1,599
 
  
 
 
  
 
1,599
 
Securities Sold, Not Yet Purchased
  
 
1,953
 
  
 
 
  
 
 
  
 
 
  
 
1,953
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Accounts Payable, Accrued Expenses and Other Liabilities
  
 
1,953
 
  
 
116,691
 
  
 
1,153,812
 
  
 
 
  
 
1,272,456
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
1,953
 
  
$
116,691
 
  
$
1,153,812
 
  
$
 
  
$
1,272,456
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
3
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
    
December 31, 2025
    
Level I
  
Level II
  
Level III
  
NAV
  
Total
Assets
              
Cash and Cash Equivalents
  
$
182,131
 
  
$
 
  
$
 
  
$
 
  
$
182,131
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Investments
              
Investments of Consolidated Blackstone Funds
              
Equity Securities, Partnerships and LLC Interests (b)
  
 
7,616
 
  
 
197,396
 
  
 
4,103,478
 
  
 
819,419
 
  
 
5,127,909
 
Debt Instruments
  
 
 
  
 
19,578
 
  
 
20,612
 
  
 
 
  
 
40,190
 
Freestanding Derivatives
  
 
 
  
 
12,780
 
  
 
 
  
 
 
  
 
12,780
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments of Consolidated Blackstone Funds
  
 
7,616
 
  
 
229,754
 
  
 
4,124,090
 
  
 
819,419
 
  
 
5,180,879
 
Corporate Treasury Investments
  
 
74,930
 
  
 
42,675
 
  
 
181,052
 
  
 
61,000
 
  
 
359,657
 
Other Investments
  
 
2,207,914
 
  
 
4,313,592
 
  
 
198,393
 
  
 
15,808
 
  
 
6,735,707
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Investments
  
 
2,290,460
 
  
 
4,586,021
 
  
 
4,503,535
 
  
 
896,227
 
  
 
12,276,243
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Accounts Receivable - Loans and Receivables
  
 
 
  
 
 
  
 
205,158
 
  
 
 
  
 
205,158
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Other Assets - Freestanding Derivatives
  
 
 
  
 
131,193
 
  
 
3,364
 
  
 
 
  
 
134,557
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
2,472,591
 
  
$
4,717,214
 
  
$
4,712,057
 
  
$
896,227
 
  
$
12,798,089
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Liabilities
              
Accounts Payable, Accrued Expenses and Other Liabilities
              
Consolidated Blackstone Funds - Freestanding Derivatives
  
 
 
  
 
12,780
 
  
 
 
  
 
 
  
 
12,780
 
Freestanding Derivatives
  
 
 
  
 
114,612
 
  
 
1,124,147
 
  
 
 
  
 
1,238,759
 
Contingent Consideration
  
 
 
  
 
 
  
 
416
 
  
 
 
  
 
416
 
Corporate Treasury Commitments
  
 
 
  
 
 
  
 
181
 
  
 
 
  
 
181
 
Securities Sold, Not Yet Purchased
  
 
1,978
 
  
 
 
  
 
 
  
 
 
  
 
1,978
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Total Accounts Payable, Accrued Expenses and Other Liabilities
  
 
1,978
 
  
 
127,392
 
  
 
1,124,744
 
  
 
 
  
 
1,254,114
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
1,978
 
  
$
127,392
 
  
$
1,124,744
 
  
$
 
  
$
1,254,114
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
LLC Limited Liability Company.
(a)
A summary of the investments where the fair value is not readily determinable and NAV is used as a practical expedient as of June 30, 2026 is presented by strategy type below:
 
3
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
Strategy
  
Fair Value
    
Unfunded
Commitments
    
Redemption
Frequency
(if currently eligible)
   
Redemption
Notice Period
 
Equity
  
$
118,359
 
  
$
12,362
 
  
 
(1
 
 
(1
Real Estate
  
 
24,222
 
  
 
 
  
 
(2
 
 
(2
Infrastructure
  
 
954,187
 
  
 
70,066
 
  
 
(3
 
 
(3
Other
  
 
7,113
 
  
 
 
  
 
(4
 
 
(4
  
 
 
    
 
 
      
  
$
1,103,881
 
  
$
82,428
 
    
  
 
 
    
 
 
      
 
 
(1)
The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 61% of fair value of the investments in this category are redeemable as of the reporting date. Investments representing 39% of fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date.
 
(2)
The Real Estate category includes investments in funds that primarily invest in real estate assets. All investments in this category are redeemable as of the reporting date.
 
(3)
The Infrastructure category includes investments in funds that primarily invest in infrastructure assets and companies. All investments in this category may not be redeemed at, or within three months of, the reporting date.
 
(4)
Other is composed of the Credit Driven category. The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. All investments in this category may not be redeemed at, or within three months of, the reporting date.
 
(b)
Equity Securities, Partnership and LLC Interest includes investments in investment funds.
Equity Securities Subject to Sale Restrictions
Within Investments of Consolidated Blackstone Funds and Other Investments, Blackstone held equity securities subject to sale restrictions with a fair value of $704.0 million as of June 30, 2026. The nature of such restrictions are contractual or legal in nature and deemed an attribute of the holder rather than the investment. Contractual restrictions include certain phased restrictions on (a) sale or transfer, (b) underwriter
lock-ups
and (c) sale or transfer restrictions applicable to certain Investments of Consolidated Blackstone Funds pledged as collateral. Restrictions will generally lapse over time or after a predetermined date and the weighted-average remaining duration of such restrictions is 1
year.
 Level III equity securities included in Investments of Consolidated Blackstone Funds are illiquid and privately negotiated in nature and may also be subject to contractual sale or transfer restrictions including those pursuant to their respective governing or similar agreements. Investments within Other Investments subject to restrictions on sale or transfer as a result of pledge arrangements are discussed in Note 16. “Commitments and Contingencies — Contingencies — Strategic Ventures.”
 
3
6

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Level III Quantitative Inputs and Assumptions
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of June 30, 2026. Consistent with presentation in these notes to condensed consolidated financial statements, this table presents the Level III investments only of consolidated Blackstone funds and therefore does not reflect any other Blackstone funds.
 
$
                    
$
                    
$
                    
$
                    
$
                    
$
                    
 
  
Fair Value
  
Valuation Techniques
  
Unobservable

Inputs
  
Ranges
  
Weighted-
Average (a)
  
Impact to
Valuation
from an
Increase
in Input
Financial Assets
  
  
  
  
  
  
Investments of Consolidated Blackstone Funds
  
  
  
  
  
  
Equity Securities, Partnership and LLC Interests
  
$
3,962,213
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
4.4% - 41.2%
 
  
 
10.2%
 
  
 
Lower
 
  
  
  
 
Exit Multiple - EBITDA
 
  
 
5.8x
- 30.0x
 
  
 
15.5x
 
  
 
Higher
 
  
  
  
 
Exit Capitalization Rate
 
  
 
3.1% - 15.6%
 
  
 
5.2%
 
  
 
Lower
 
Debt Instruments
  
 
23,228
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
6.0% - 20.2%
 
  
 
14.1%
 
  
 
Lower
 
  
  
 
Other
 
  
 
N/A
 
  
  
  
  
 
 
 
  
  
  
  
  
Total Investments of Consolidated Blackstone Funds
  
 
3,985,441
 
  
  
  
  
  
Corporate Treasury Investments
  
 
37,141
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
8.8%
 
  
 
8.8%
 
  
 
Lower
 
  
  
 
Third-Party Pricing
 
  
 
N/A
 
  
  
  
Loans and Receivables
  
 
394,761
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
7.7% - 19.7%
 
  
 
8.9%
 
  
 
Lower
 
  
  
 
Transaction Price
 
  
 
N/A
 
  
  
  
Other Investments (b)
  
 
213,716
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
7.2% - 7.9%
 
  
 
7.5%
 
  
 
Lower
 
  
  
 
Transaction Price
 
  
 
N/A
 
  
  
  
  
 
 
 
  
  
  
  
  
  
$
4,631,059
 
  
  
  
  
  
  
 
 
 
  
  
  
  
  
Financial Liabilities
  
  
  
  
  
  
Freestanding Derivatives (c)
  
$
1,152,061
 
  
 
Option Pricing Model
 
  
 
Volatility
 
  
 
5.6% - 5.7%
 
  
 
5.6%
 
  
 
Higher
 
Other Liabilities (d)
  
 
1,751
 
  
 
Third-Party Pricing
 
  
 
N/A
 
  
  
  
  
  
 
Other
 
  
 
N/A
 
  
  
  
  
 
 
 
  
  
  
  
  
  
$
1,153,812
 
  
  
  
  
  
  
 
 
 
  
  
  
  
  
 
3
7

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2025:
 
$
                    
$
                    
$
                    
$
                    
$
                    
$
                    
 
  
Fair Value
  
Valuation

Techniques
  
Unobservable

Inputs
  
Ranges
  
Weighted-
Average (a)
  
Impact to
Valuation
from an
Increase
in Input
Financial Assets
  
  
  
  
  
  
Investments of Consolidated Blackstone Funds
  
  
  
  
  
  
Equity Securities, Partnership and LLC Interests
  
$
4,103,478
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
4.3% - 41.1%
 
  
 
10.2%
 
  
 
Lower
 
  
  
  
 
Exit Multiple - EBITDA
 
  
 
5.0x - 30.6x
 
  
 
16.6x
 
  
 
Higher
 
  
  
  
 
Exit Capitalization Rate
 
  
 
3.1% - 15.3%
 
  
 
5.1%
 
  
 
Lower
 
Debt Instruments
  
 
20,612
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
6.1% - 20.0%
 
  
 
12.2%
 
  
 
Lower
 
  
 
 
 
  
  
  
  
  
Total Investments of Consolidated Blackstone Funds
  
 
4,124,090
 
  
  
  
  
  
Corporate Treasury Investments
  
 
181,052
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
8.7% - 11.1%
 
  
 
9.9%
 
  
 
Lower
 
  
  
 
Third-Party Pricing
 
  
 
n/a
 
  
  
  
Loans and Receivables
  
 
205,158
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
7.4% - 18.3%
 
  
 
8.3%
 
  
 
Lower
 
  
  
 
Other
 
  
 
n/a
 
  
  
  
Other Investments (b)
  
 
201,757
 
  
 
Discounted Cash Flows
 
  
 
Discount Rate
 
  
 
7.2% - 7.9%
 
  
 
7.5%
 
  
 
Lower
 
  
  
 
Transaction Price
 
  
 
n/a
 
  
  
  
  
 
 
 
  
  
  
  
  
  
$
4,712,057
 
  
  
  
  
  
  
 
 
 
  
  
  
  
  
Financial Liabilities
  
  
  
  
  
  
Freestanding Derivatives (c)
  
$
1,124,147
 
  
 
Option Pricing Model
 
  
 
Volatility
 
  
 
5.7% - 5.8%
 
  
 
5.7%
 
  
 
Higher
 
Other Liabilities (d)
  
 
597
 
  
 
Third-Party Pricing
 
  
 
n/a
 
  
  
  
  
  
 
Other
 
  
 
n/a
 
  
  
  
  
 
 
 
  
  
  
  
  
  
$
1,124,744
 
  
  
  
  
  
  
 
 
 
  
  
  
  
  
 
n/a
  
Not applicable.
EBITDA
  
Earnings before interest, taxes, depreciation and amortization.
Exit Multiple
  
Ranges include the last twelve months EBITDA and forward EBITDA multiples.
Third-Party Pricing
  
Third-Party Pricing is generally determined on the basis of unadjusted prices between market participants provided by reputable dealers or pricing services.
Transaction Price
  
Includes recent acquisitions or transactions.
(a)    
  
Unobservable inputs were weighted based on the fair value of the investments included in the range.
(b)    
  
As of June 30, 2026 and December 31, 2025, Other Investments includes Level III Freestanding Derivatives.
(c)    
  
The volatility of the historical performance of the underlying reference entities or an appropriate proxy is used to project the expected returns relevant for the fair value of the derivatives.
(d)
  
As of June 30, 2026 and December 31, 2025, Other Liabilities includes Level III Contingent Consideration and Level III Corporate Treasury Commitments.
 
3
8

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
For the six months ended June 30, 2026, there have been no changes in valuation techniques within Level II and Level III that have had a material impact on the valuation of financial instruments.
Rollforward of Level III Financial Assets and Liabilities
The following tables summarize the changes in financial assets and liabilities measured at fair value for which Blackstone has used Level III inputs to determine fair value and does not include gains or losses that were reported in Level III in prior years or for instruments that were transferred out of Level III prior to the end of the respective reporting period. These tables also exclude financial assets and liabilities measured at fair value on a
non-recurring
basis. Total realized and unrealized gains and losses recorded for Level III investments are reported in either Investment Income (Loss) or Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations.
 
    
Level III Financial Assets at Fair Value

Three Months Ended June 30,
    
2026
  
2025
    
Investments
of
Consolidated
Funds
  
Loans

and
Receivables
  
Other
Investments
(a)
  
Total
  
Investments
of
Consolidated
Funds
 
Loans

and
Receivables
 
Other
Investments
(a)
 
Total
Balance, Beginning of Period
  
$
3,908,184
 
  
$
425,981
 
  
$
582,207
 
  
$
4,916,372
 
  
$
4,252,373
 
 
$
 
115,055
 
 
$
145,231
 
 
$
4,512,659
 
Transfer Into Level III (b)
  
 
2,618
 
  
 
 
  
 
 
  
 
2,618
 
  
 
84
 
 
 
 
 
 
 
 
 
84
 
Transfer Out of Level III (b)
  
 
(37,081
)
  
 
 
  
 
(408,745
)
  
 
(445,826
)
  
 
(281
)
 
 
 
 
 
 
 
 
(281
Purchases
  
 
99,544
 
  
 
377,990
 
  
 
4,574
 
  
 
482,108
 
  
 
415,915
 
 
 
396,922
 
 
 
184,242
 
 
 
997,079
 
Sales
  
 
(53,299
)
  
 
(407,062
)
  
 
(10,422
)
  
 
(470,783
)
  
 
(135,862
)
 
 
(245,034
)
 
 
(62,956
 
 
(443,852
Issuances
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
 
765
 
 
 
 
 
 
765
 
Settlements (c)
  
 
 
  
 
(13,478
)
  
 
1,141
 
  
 
(12,337
)
  
 
 
 
 
(3,685
)
 
 
 
 
(11,430
 
 
(15,115
Changes in Gains (Losses) Included in Earnings
  
 
65,475
 
  
 
11,330
 
  
 
(7,333
)
  
 
69,472
 
  
 
219,368
 
 
 
4,000
 
 
 
14,432
 
 
 
237,800
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, End of Period
  
$
3,985,441
 
  
$
394,761
 
  
$
161,422
 
  
$
 
4,541,624
 
  
$
4,751,597
 
 
$
 
268,023
 
 
$
269,519
 
 
$
5,289,139
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in Unrealized Gains (Losses) Included in Earnings Related to Financial Assets Still Held at the Reporting Date
  
$
80,080
 
  
$
(1,977
)
  
$
(7,618
)
  
$
70,485
 
  
$
92,144
 
 
$
 
(629
 
$
7,763
 
 
$
99,278
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
9

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                
$
                
$
                
$
                
$
                
$
                
$
                
$
                
 
  
Level III Financial Assets at Fair Value

Six Months Ended June 30,
 
  
2026
 
2025
 
  
Investments

of
Consolidated
Funds
 
Loans

and
Receivables
 
Other
Investments
(a)
 
Total
 
Investments
of
Consolidated
Funds
 
Loans

and
Receivables
 
Other
Investments
(a)
 
Total
Balance, Beginning of Period
  
$
4,124,090
 
 
$
205,158
 
 
$
310,196
 
 
$
4,639,444
 
 
$
3,173,442
 
 
$
100,866
 
 
$
624,412
 
 
$
3,898,720
 
Transfer In Due to Consolidation and Acquisition
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfer Out Due to Deconsolidation
  
 
(317,078
 
 
 
 
 
 
 
 
(317,078
 
 
(155,572
 
 
 
 
 
 
 
 
(155,572
Transfer Into Level III (b)
  
 
3,387
 
 
 
 
 
 
 
 
 
3,387
 
 
 
1,446
 
 
 
 
 
 
 
 
 
1,446
 
Transfer Out of Level III (b)
  
 
(39,049
 
 
 
 
 
(419,485
 
 
(458,534
 
 
(2,039
 
 
 
 
 
 
 
 
(2,039
Purchases
  
 
340,256
 
 
 
760,523
 
 
 
415,296
 
 
 
1,516,075
 
 
 
1,622,810
 
 
 
479,236
 
 
 
198,275
 
 
 
2,300,321
 
Sales
  
 
(182,150
 
 
(566,825
 
 
(126,714
 
 
(875,689
 
 
(244,417
 
 
(312,379
 
 
(566,432
 
 
(1,123,228
Issuances
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,823
 
 
 
 
 
 
3,823
 
Settlements (c)
  
 
 
 
 
(19,492
 
 
18
 
 
 
(19,474
 
 
 
 
 
(11,398
 
 
(11,597
 
 
(22,995
Changes in Gains (Losses) Included in Earnings
  
 
55,985
 
 
 
15,397
 
 
 
(17,889
 
 
53,493
 
 
 
355,927
 
 
 
7,875
 
 
 
24,861
 
 
 
388,663
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, End of Period
  
$
3,985,441
 
 
$
394,761
 
 
$
161,422
 
 
$
4,541,624
 
 
$
4,751,597
 
 
$
268,023
 
 
$
269,519
 
 
$
5,289,139
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in Unrealized Gains (Losses) Included in Earnings Related to Financial Assets Still Held at the Reporting Date
  
$
81,832
 
 
$
(3,238
 
$
(19,865
 
$
58,729
 
 
$
161,815
 
 
$
(415
 
$
13,220
 
 
$
174,620
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
Level III Financial Liabilities at Fair Value

Three Months Ended June 30,
 
  
2026
  
2025
 
  
Freestanding
Derivatives
  
Other
Liabilities
 
Total
  
Freestanding
Derivatives
  
Other
Liabilities
 
Total
Balance, Beginning of Period
  
$
1,149,255
 
  
$
2,454
 
  
$
1,151,709
 
  
$
1,026,297
 
  
$
1,308
 
 
$
1,027,605
 
Changes in Losses (Gains) Included in Earnings
  
 
2,806
 
  
 
(703
)
  
 
2,103
 
  
 
52,469
 
  
 
(512
 
 
51,957
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
Balance, End of Period
  
$
1,152,061
 
  
$
1,751
 
  
$
1,153,812
 
  
$
1,078,766
 
  
$
796
 
 
$
1,079,562
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
Changes in Unrealized Losses (Gains) Included in Earnings Related to Financial Liabilities Still Held at the Reporting Date
  
$
2,806
 
  
$
(703
)
  
$
2,103
 
  
$
52,469
 
  
$
(512
 
$
51,957
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
Level III Financial Liabilities at Fair Value

Six Months Ended June 30,
 
  
2026
  
2025
 
  
Freestanding
Derivatives
  
Other
Liabilities
  
Total
  
Freestanding
Derivatives
  
Other
Liabilities
 
Total
Balance, Beginning of Period
  
$
1,124,147
 
  
$
597
 
  
$
1,124,744
 
  
$
938,216
 
  
$
872
 
 
$
939,088
 
Changes in Losses (Gains) Included in Earnings
  
 
27,914
 
  
 
1,154
 
  
 
29,068
 
  
 
140,550
 
  
 
(76
 
 
140,474
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
Balance, End of Period
  
$
1,152,061
 
  
$
1,751
 
  
$
1,153,812
 
  
$
1,078,766
 
  
$
796
 
 
$
1,079,562
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
Changes in Unrealized Losses (Gains) Included in Earnings Related to Financial Liabilities Still Held at the Reporting Date
  
$
27,914
 
  
$
 1,154
 
  
$
29,068
 
  
$
140,550
 
  
$
(76
 
$
140,474
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
(a)
Represents freestanding derivatives, corporate treasury investments and Other Investments.
(b)
Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.
(c)
For Freestanding Derivatives included within Other Investments, Settlements includes all ongoing contractual cash payments made or received over the life of the instrument.
 
40

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
8.
Variable Interest Entities
Pursuant to GAAP consolidation guidance, Blackstone consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-focused or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance-based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds are similar, including loss of invested capital and loss of management fees and performance-based fees. In Blackstone’s role as general partner, collateral manager or investment adviser, it generally considers itself the sponsor of the applicable Blackstone Fund. Blackstone does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.
The assets of consolidated variable interest entities may only be used to settle obligations of these entities. In addition, there is no recourse to Blackstone for the consolidated VIEs’ liabilities.
Blackstone holds variable interests in certain VIEs which are not consolidated as it is determined that Blackstone is not the primary beneficiary. Blackstone’s involvement with such entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by Blackstone relating to
non-consolidated
VIEs and any clawback obligation relating to previously distributed Performance Allocations. Blackstone’s maximum exposure to loss relating to
non-consolidated
VIEs was as follows:
 
$
                        
$
                        
 
  
June 30,
2026
 
  
December 31,
2025
 
Investments
  
$
6,565,230
 
  
$
5,118,786
 
Due from Affiliates
  
 
220,883
 
  
 
344,342
 
Potential Clawback Obligation
  
 
42,255
 
  
 
42,291
 
  
 
 
    
 
 
 
Maximum Exposure to Loss
  
$
6,828,368
 
  
$
5,505,419
 
  
 
 
    
 
 
 
Amounts Due to
Non-Consolidated
VIEs
  
$
838
 
  
$
623
 
  
 
 
    
 
 
 
 
9.
Repurchase Agreements
As of June 30, 2026 and December 31, 2025, Blackstone had pledged securities with a carrying value of $338.5 million and $289.2 million, respectively.
The following tables provide information regarding Blackstone’s Repurchase Agreements obligation by type of collateral pledged as of June 30, 2026 and December 31, 2025.
 
$
                        
$
                        
$
                        
$
                        
$
                        
    
June 30, 2026
 
    
Remaining Contractual Maturity of the Agreements
 
    
Overnight
and
Continuous
    
Up to
30 Days
    
30 - 90
Days
    
Greater
than
90 Days
    
Total
 
Repurchase Agreements
              
Loans
  
$
 
 
  
$
233,372
 
 
  
$
76,230
 
 
  
$
28,920
 
 
  
$
338,522
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 10.
“Offsetting of Assets and Liabilities”
 
  
$
338,522
 
        
 
 
 
Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 10.
“Offsetting of Assets and Liabilities”
 
  
$
 
        
 
 
 
 
41

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
    
December 31, 2025
 
    
Remaining Contractual Maturity of the Agreements
 
    
Overnight
and
Continuous
    
Up to 30
Days
    
30 - 90
Days
    
Greater
than 90
Days
    
Total
 
Repurchase Agreements
              
Loans
  
$
 
 
  
$
103,835
 
 
  
$
176,196
 
 
  
$
9,187
 
 
  
$
289,218
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 10.
“Offsetting of Assets and Liabilities”
 
  
$
 
289,218
 
        
 
 
 
Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 10.
“Offsetting of Assets and Liabilities”
 
  
$
 
        
 
 
 
 
10.
Offsetting of Assets and Liabilities
The following tables present the offsetting of assets and liabilities as of June 30, 2026 and December 31, 2025:
 
    
June 30, 2026
 
    
Gross and Net
Amounts of
Assets Presented
in the Statement

of Financial
Condition
    
Gross Amounts Not Offset

in the Statement of

Financial Condition
        
    
Financial
Instruments (a)
    
Cash Collateral
Received
    
Net
Amount
 
Assets
           
Freestanding Derivatives
  
$
158,251
 
  
$
106,633
 
  
$
33,069
 
  
$
 
 
 
 
 
 
 
 
18,549
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
June 30, 2026
 
    
Gross and Net
Amounts of
Liabilities
Presented in the
Statement

of Financial
Condition
    
Gross Amounts Not Offset

in the Statement of

Financial Condition
        
    
Financial
Instruments (a)
    
Cash Collateral
Pledged
    
Net
Amount
 
Liabilities
           
Freestanding Derivatives
  
$
116,691
 
  
$
108,876
 
  
$
21
 
  
$
7,794
 
Repurchase Agreements
  
 
338,522
 
  
 
338,522
 
  
 
 
  
 
 
  
 
 
    
 
 
    
 
 
    
 
 
 
  
$
455,213
 
  
$
447,398
 
  
$
21
 
  
$
7,794
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
42

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
    
December 31, 2025
 
    
Gross and Net
Amounts of
Assets Presented
in the Statement

of Financial
Condition
    
Gross Amounts Not Offset

in the Statement of

Financial Condition
      
    
Financial
Instruments (a)
    
Cash Collateral
Received
    
Net
Amount
 
Assets
           
Freestanding Derivatives
  
$
147,337
 
  
$
110,792
 
  
$
26,421
 
  
$
  
   
 
 
10,124
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
$
                        
$
                        
$
                        
$
                        
 
  
December 31, 2025
 
  
Gross and Net
Amounts of
Liabilities
Presented in the
Statement
of Financial
Condition
  
Gross Amounts Not Offset

in the Statement of

Financial Condition
  
 
 
  
Financial
Instruments (a)
  
Cash Collateral
Pledged
  
Net
Amount
Liabilities
           
Freestanding Derivatives
  
$
127,392
 
  
$
110,948
 
  
$
32
 
  
$
16,412
 
Repurchase Agreements
  
 
289,218
 
  
 
289,218
 
  
 
 
  
 
 
  
 
 
    
 
 
    
 
 
    
 
 
 
  
$
416,610
 
  
$
400,166
 
  
$
32
 
  
$
16,412
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
(a)
Amounts presented are inclusive of both legally enforceable master netting agreements and financial instruments received or pledged as collateral. Financial instruments received or pledged as collateral offset derivative counterparty risk exposure, but do not reduce net exposure to the Condensed Consolidated Statement of Financial Condition.
Freestanding Derivative liabilities and repurchase agreements are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition. Freestanding Derivative assets are included in Other Assets in the Condensed Consolidated Statements of Financial Condition. The following table presents the components of Other Assets:
 
$
                        
$
                        
    
June 30,
2026
   
December 31,

2025
 
Furniture, Equipment and Leasehold Improvements
  
$
1,006,469
 
 
$
952,583
 
Less: Accumulated Depreciation
  
 
(469,392
 
 
(431,394
  
 
 
   
 
 
 
Furniture, Equipment and Leasehold Improvements, Net
  
 
537,077
 
 
 
521,189
 
Prepaid Expenses
  
 
238,968
 
 
 
315,338
 
Freestanding Derivatives
  
 
148,223
 
 
 
134,557
 
Other
  
 
72,238
 
 
 
186,635
 
  
 
 
   
 
 
 
  
$
996,506
 
 
$
1,157,719
 
  
 
 
   
 
 
 
 
4
3

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Notional Pooling Arrangements
Blackstone has notional cash pooling arrangements with financial institutions for cash management purposes. These arrangements allow for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdrafts is used as a basis for calculating net interest expense or income. As of June 30, 2026, the aggregate cash balance on deposit relating to the cash pooling arrangements was $1.1 billion, which was offset and reported net of the accompanying overdraft of $1.1 billion.
 
11.
Borrowings
The following table presents each of Blackstone’s borrowings as of June 30, 2026 and December 31, 2025, as well as their carrying value and fair value. The borrowings are included in Loans Payable within the Condensed Consolidated Statements of Financial Condition. Each of the Senior Notes were issued at a discount through Blackstone Holdings Finance Co. L.L.C. or Blackstone Reg Finance Co. L.L.C., as applicable, both indirect subsidiaries of Blackstone. The Senior Notes accrue interest from the issue date thereof and pay interest in arrears on a semi-annual basis or annual basis.
 
4
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
 
  
June 30, 2026
 
  
December 31, 2025
 
Description
  
Carrying
Value
 
  
Fair

Value
 
  
Carrying
Value
 
  
Fair

Value
 
Blackstone Operating Borrowings
  
  
  
  
Revolving Credit Facility (a)
  
$
800,000
 
  
$
800,000
 
  
$
 
  
$
 
Senior Notes (b)
           
1.000%, Due 10/5/2026
  
 
692,091
 
  
 
682,161
 
  
 
711,022
 
  
 
696,585
 
3.150%, Due 10/2/2027
  
 
299,470
 
  
 
294,735
 
  
 
299,264
 
  
 
295,941
 
5.900%, Due 11/3/2027
  
 
598,275
 
  
 
610,080
 
  
 
597,667
 
  
 
619,068
 
1.625%, Due 8/5/2028
  
 
647,858
 
  
 
611,819
 
  
 
647,359
 
  
 
610,688
 
1.500%, Due 4/10/2029
  
 
693,792
 
  
 
656,955
 
  
 
713,034
 
  
 
673,772
 
2.500%, Due 1/10/2030
  
 
496,111
 
  
 
463,860
 
  
 
495,590
 
  
 
467,930
 
4.300%, Due 11/3/2030
  
 
594,979
 
  
 
588,990
 
  
 
594,461
 
  
 
600,162
 
1.600%, Due 3/30/2031
  
 
497,623
 
  
 
432,445
 
  
 
497,384
 
  
 
435,810
 
2.000%, Due 1/30/2032
  
 
792,398
 
  
 
686,624
 
  
 
791,761
 
  
 
689,088
 
2.550%, Due 3/30/2032
  
 
496,884
 
  
 
438,985
 
  
 
496,635
 
  
 
444,025
 
6.200%, Due 4/22/2033
  
 
893,636
 
  
 
950,058
 
  
 
893,266
 
  
 
975,870
 
3.500%, Due 6/1/2034
  
 
543,998
 
  
 
564,190
 
  
 
559,079
 
  
 
582,161
 
5.000%, Due 12/6/2034
  
 
741,931
 
  
 
737,468
 
  
 
741,552
 
  
 
757,718
 
4.950%, Due 2/15/2036
  
 
594,794
 
  
 
581,526
 
  
 
594,586
 
  
 
596,592
 
6.250%, Due 8/15/2042
  
 
240,243
 
  
 
254,955
 
  
 
240,076
 
  
 
264,443
 
5.000%, Due 6/15/2044
  
 
490,717
 
  
 
450,695
 
  
 
490,561
 
  
 
466,615
 
4.450%, Due 7/15/2045
  
 
345,077
 
  
 
290,367
 
  
 
344,996
 
  
 
302,855
 
4.000%, Due 10/2/2047
  
 
291,725
 
  
 
231,030
 
  
 
291,605
 
  
 
236,016
 
3.500%, Due 9/10/2049
  
 
392,905
 
  
 
279,476
 
  
 
392,808
 
  
 
286,888
 
2.800%, Due 9/30/2050
  
 
394,484
 
  
 
241,292
 
  
 
394,405
 
  
 
246,808
 
2.850%, Due 8/5/2051
  
 
543,728
 
  
 
334,400
 
  
 
543,643
 
  
 
345,164
 
3.200%, Due 1/30/2052
  
 
988,115
 
  
 
652,298
 
  
 
987,969
 
  
 
670,740
 
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
13,070,834
 
  
 
11,834,409
 
  
 
12,318,723
 
  
 
11,264,939
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Borrowings of Consolidated
           
Blackstone Funds
           
Blackstone Fund Facilities (c)
  
 
123,896
 
  
 
126,623
 
  
 
126,421
 
  
 
129,767
 
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
123,896
 
  
 
126,623
 
  
 
126,421
 
  
 
129,767
 
  
 
 
    
 
 
    
 
 
    
 
 
 
  
$
13,194,730
 
  
$
11,961,032
 
  
$
12,445,144
 
  
$
11,394,706
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
 
(a)
Represents the Revolving Credit Facility of Blackstone, through Blackstone Holdings Finance Co. L.L.C. Interest on the borrowings is based on an adjusted Secured Overnight Finance Rate (“SOFR”) or alternate base rate, in each case plus a margin, and undrawn commitments bear a commitment fee of 0.06%. The margin above adjusted SOFR used to calculate interest on borrowings was 0.75%. The margin is subject to change based on Blackstone’s credit rating. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain
sub-limits.
The Revolving Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of
fee-earning
assets under management, each tested quarterly. As of June 30, 2026 and December 31, 2025, Blackstone had outstanding but undrawn letters of credit against the Revolving Credit Facility of $39.3 
million. The amount Blackstone can draw from the Credit Facility is reduced by the undrawn letters of credit. 
 
4
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
 
(b)
Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.
 
(c)
Blackstone Fund Facilities represent borrowing facilities for the various consolidated Blackstone Funds that are used to meet liquidity and investing needs. Such borrowings have varying maturities and may be rolled over until a disposition or refinancing event. Borrowings bear interest at spreads to market rates or at stated fixed rates that can vary over the borrowing term.
Scheduled principal payments for borrowings as of June 30, 2026 were as follows:

 
$
                        
$
                        
$
                        
 
  
Blackstone
Operating
Borrowings
 
  
Borrowings of
Consolidated
Blackstone
Funds
 
  
Total
Borrowings
 
2026
  
$
685,320
 
  
$
 
  
$
685,320
 
2027
  
 
900,000
 
  
 
 
  
 
900,000
 
2028
  
 
650,000
 
  
 
 
  
 
650,000
 
2029
  
 
685,320
 
  
 
117,817
 
  
 
803,137
 
2030
  
 
1,900,000
 
  
 
9,079
 
  
 
1,909,079
 
Thereafter
  
 
8,371,100
 
  
 
 
  
 
8,371,100
 
  
 
 
    
 
 
    
 
 
 
  
$
13,191,740
 
  
$
126,896
 
  
$
13,318,636
 
  
 
 
    
 
 
    
 
 
 
 
12.
Income Taxes
Blackstone’s net deferred tax assets relate primarily to basis differences resulting from a
step-up
in tax basis of certain assets at the time of its conversion to a corporation, as well as ongoing exchanges of units for common shares by founders and partners. As of June 30, 2026, Blackstone had a valuation allowance of $35.6 million recorded against deferred tax assets.
Blackstone is subject to examination by the U.S. Internal Revenue Service and other taxing authorities where Blackstone has significant business operations such as the United Kingdom, and various state and local jurisdictions such as New York State and New York City. The tax years under examination vary by jurisdiction. Blackstone does not expect the completion of these audits to have a material impact on its financial condition, but it may be material to operating results for a particular period, depending on the operating results for that period. Blackstone believes the liability established for unrecognized tax benefits is adequate in relation to the potential for additional assessments. It is reasonably possible that changes in the balance of unrecognized tax benefits may occur within the next twelve months; however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on Blackstone’s effective tax rate over the next twelve months.
As of June 30, 2026, the following are the major filing jurisdictions and their respective earliest open tax period subject to examination:
 
$
                        
Jurisdiction
  
Year
 
U.S. Federal
  
 
2022
 
New York City
  
 
2009
 
New York State
  
 
2019
 
United Kingdom
  
 
2011
 
 
4
6

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
13.
Earnings Per Share and Stockholders’ Equity
Earnings Per Share
Basic and diluted net income per share of common stock for the three and six months ended June 30, 2026 and 2025 was calculated as follows:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended

June 30,
  
Six Months Ended

June 30,
    
2026
  
2025
  
2026
  
2025
Net Income for Per Share of Common Stock Calculations
           
Net Income Attributable to Blackstone Inc., Basic and Diluted
  
$
1,229,189
 
  
$
764,244
 
  
$
1,878,918
 
  
$
1,379,096
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Shares/Units Outstanding
           
Weighted-Average Shares of Common Stock Outstanding, Basic
  
 
799,882,459
 
  
 
782,386,121
 
  
 
792,647,549
 
  
 
777,120,501
 
Weighted-Average Shares of Unvested Deferred Restricted
Common Stock
  
 
14,976
 
  
 
15,116
 
  
 
489,524
 
  
 
326,667
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Weighted-Average Shares of Common Stock Outstanding, Diluted
  
 
799,897,435
 
  
 
782,401,237
 
  
 
793,137,073
 
  
 
777,447,168
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Net Income Per Share of Common Stock
           
Basic
  
$
1.54
 
  
$
0.98
 
  
$
2.37
 
  
$
1.77
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Diluted
  
$
1.54
 
  
$
0.98
 
  
$
2.37
 
  
$
1.77
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Dividends Declared Per Share of Common Stock (a)
  
$
1.16
 
  
$
0.93
 
  
$
2.65
 
  
$
2.37
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
(a)
Dividends declared reflects the calendar date of the declaration for each distribution.
In computing the dilutive effect that the exchange of Blackstone Holdings Partnership Units would have on Net Income Per Share of Common Stock, Blackstone considered that net income available to holders of shares of common stock would increase due to the elimination of
non-controlling
interests in Blackstone Holdings, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the Blackstone Inc. level that has not previously been attributed to the
non-controlling
interests or if there is a change in tax rate as a result of a hypothetical conversion.
The following table summarizes the anti-dilutive securities for the three and six months ended June 30, 2026 and 2025:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
  
Six Months Ended

June 30,
    
2026
  
2025
  
2026
  
2025
Weighted-Average Blackstone Holdings Partnership Units
  
 
444,174,696
 
  
 
447,849,475
 
  
 
444,629,540
 
  
 
449,037,044
 
 
4
7

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Share Repurchase Program
On July 16, 2024, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. This authorization replaced Blackstone’s prior $2.0 billion repurchase authorization. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
During the three and six months ended June 30, 2026, Blackstone repurchased 0.2 million and 0.4 million shares of common stock, pursuant to its repurchase program, at a total cost of $24.0 million and $48.4 million, respectively. During the three and six months ended June 30, 2025, Blackstone repurchased 0.2 million and 0.4 million shares of common stock at a total cost of $27.8 million and $58.8 million, respectively. As of June 30, 2026, the amount remaining available for repurchases under the program was $1.6 billion.
Shares Eligible for Dividends and Distributions
As of June 30, 2026, the total shares of common stock and Blackstone Holdings Partnership Units entitled to participate in dividends and distributions were as follows:
 
$
                        
    
Shares/Units
 
Common Stock Outstanding
  
 
752,601,287
 
Unvested Participating Common Stock
  
 
47,333,292
 
  
 
 
 
Total Participating Common Stock
  
 
799,934,579
 
Participating Blackstone Holdings Partnership Units
  
 
443,878,452
 
  
 
 
 
  
 
1,243,813,031
 
  
 
 
 
 
14.
Equity-Based Compensation
Blackstone has granted equity-based compensation awards to Blackstone’s senior managing directors,
non-partner
professionals,
non-professionals
and selected external advisers under Blackstone’s Amended and Restated 2007 Equity Incentive Plan (the “Equity Plan”). The Equity Plan allows for the granting of options, share appreciation rights or other share-based awards (shares, restricted shares, restricted shares of common stock, deferred restricted shares of common stock, phantom restricted shares of common stock or other share-based awards based in whole or in part on the fair value of shares of common stock or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2026, Blackstone had the ability to grant 176,596,501 shares under the Equity Plan.
For the three and six months ended June 30, 2026, Blackstone recorded compensation expense of $354.6 million and $915.5 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $68.3 million and $124.5 million, respectively. For the three and six months ended June 30, 2025, Blackstone recorded compensation expense of $312.4 million and $783.4 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $67.5 million and $131.6 million, respectively.
As of June 30, 2026, there was $2.9 billion of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 3.2 years.
 
4
8

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Total vested and unvested outstanding shares, including common stock, Blackstone Holdings Partnership Units and deferred restricted shares of common stock, were 1,243,849,052 as of June 30, 2026. Total outstanding phantom shares were 99,274 as of June 30, 2026.
A summary of the status of Blackstone’s unvested equity-based awards as of June 30, 2026 and of changes during the period January 1, 2026 through June 30, 2026 is presented below:
 
$
                        
$
                        
$
                        
$
                        
$
                        
$
                        
    
Blackstone Holdings
  
Blackstone Inc.
             
Equity Settled Awards
  
Cash Settled Awards
Unvested Shares/Units
  
Partnership
Units
 
Weighted-
Average
Grant Date
Fair Value
  
Deferred
Restricted Shares
of Common Stock
 
Weighted-
Average
Grant Date
Fair Value
  
Phantom
Shares
 
Weighted-
Average
Grant Date
Fair Value
Balance, December 31, 2025
  
 
226,888
 
 
$
32.02
 
  
 
29,420,712
 
 
$
122.07
 
  
 
66,941
 
 
$
146.70
 
Granted
  
 
 
 
 
 
  
 
16,390,636
 
 
 
119.55
 
  
 
26,745
 
 
 
116.54
 
Vested
  
 
(226,888
 
 
32.02
 
  
 
(4,918,237
 
 
122.28
 
  
 
(5,196
 
 
115.55
 
Forfeited
  
 
 
 
 
 
  
 
(495,244
 
 
125.74
 
  
 
(2,566
 
 
132.13
 
  
 
 
 
    
 
 
 
    
 
 
 
 
Balance, June 30, 2026
  
 
 
 
$
 
  
 
40,397,867
 
 
$
121.07
 
  
 
85,924
 
 
$
116.94
 
  
 
 
 
    
 
 
 
    
 
 
 
 
 
15.
Related Party Transactions
Affiliate Receivables and Payables
Due from Affiliates and Due to Affiliates consisted of the following:
 
$
                        
$
                        
    
June 30,
2026
  
December 31,
2025
Due from Affiliates
     
Management Fees, Performance Revenues, Reimbursable Expenses and Other Receivables from
Non-Consolidated
Entities and Portfolio Companies
  
$
4,676,440
 
  
$
5,047,814
 
Due from Certain
Non-Controlling
Interest Holders and Blackstone Employees
  
 
1,155,219
 
  
 
1,036,117
 
Accrual for Potential Clawback of Previously Distributed Performance Allocations
  
 
386,407
 
  
 
273,531
 
  
 
 
 
  
 
 
 
  
$
6,218,066
 
  
$
6,357,462
 
  
 
 
 
  
 
 
 
 
$
                        
$
                        
    
June 30,
2026
  
December 31,
2025
Due to Affiliates
     
Due to Certain
Non-Controlling
Interest Holders in Connection with the Tax Receivable Agreements
  
$
2,067,107
 
  
$
2,076,205
 
Due to
Non-Consolidated
Entities
  
 
193,312
 
  
 
237,983
 
Due to Certain
Non-Controlling
Interest Holders and Blackstone Employees
  
 
135,770
 
  
 
103,977
 
Accrual for Potential Repayment of Previously Received Performance Allocations
  
 
1,088,167
 
  
 
806,267
 
  
 
 
 
  
 
 
 
  
$
3,484,356
 
  
$
3,224,432
 
  
 
 
 
  
 
 
 
 
4
9

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Interests of the Founder, Senior Managing Directors, Employees and Other Related Parties
The Founder, senior managing directors, employees and certain other related parties invest on a discretionary basis in the consolidated Blackstone Funds both directly and through consolidated entities. These investments generally are subject to preferential management fee and performance allocation or incentive fee arrangements. As of June 30, 2026 and December 31, 2025, such investments aggregated $2.1 billion and $2.2 billion, respectively. Their share of the Net Income Attributable to Redeemable
Non-Controlling
and
Non-Controlling
Interests in Consolidated Entities aggregated to $50.4 million and $57.1 million for the three months ended June 30, 2026 and 2025, respectively, and $70.6 million and $104.6 million for the six months ended June 30, 2026 and 2025, respectively.
Contingent Repayment Guarantee
Blackstone and its personnel who have received Performance Allocation distributions have guaranteed payment on a several basis (subject to a cap) to the carry funds of any clawback obligation with respect to the excess Performance Allocation allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Potential Repayment of Previously Received Performance Allocations represents amounts previously paid to Blackstone Holdings and
non-controlling
interest holders that would need to be repaid to the Blackstone Funds if the carry funds were to be liquidated based on the fair value of their underlying investments as of June 30, 2026. See Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback).”
Tax Receivable Agreements
Blackstone used a portion of the proceeds from the IPO and other sales of shares to purchase interests in the predecessor businesses from the predecessor owners. In addition, holders of Blackstone Holdings Partnership Units may exchange their Blackstone Holdings Partnership Units for shares of Blackstone common stock on a
one-for-one
basis. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings and therefore reduce the amount of tax that Blackstone would otherwise be required to pay in the future.
Blackstone has entered into tax receivable agreements with each of the predecessor owners. In addition, others who acquire Blackstone Holdings Partnership Units, including senior managing directors, execute tax receivable agreements. The agreements provide for the payment by the corporate taxpayer to such owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the corporate taxpayers actually realize as a result of the aforementioned increases in tax basis and of certain other tax benefits related to entering into these tax receivable agreements. For purposes of the tax receivable agreements, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreements.
Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $2.1 billion over the next 15 years. The
after-tax
net present value of these estimated payments totals $724.2 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the
pre-IPO
owners and the others mentioned above.
 
50

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Amounts related to the deferred tax asset resulting from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to shares of Blackstone common stock, the resulting remeasurement of net deferred tax assets at the Blackstone ownership percentage at the date of the Condensed Consolidated Statement of Financial Condition, the due to affiliates for the future payments resulting from the tax receivable agreements and resulting adjustment to partners’ capital are included as Deferred Tax Asset Effects from Equity Transactions in the Supplemental Disclosure of
Non-Cash
Investing and Financing Activities in the Condensed Consolidated Statements of Cash Flows.
Other
Blackstone does business with and on behalf of some of its Portfolio Companies; all such arrangements are on a negotiated basis.
Additionally, please see Note 16. “Commitments and Contingencies — Contingencies — Guarantees” for information regarding guarantees provided to a lending institution for certain loans held by employees.
 
16.
Commitments and Contingencies
Commitments
Investment Commitments
Blackstone had $5.9 billion of investment commitments as of June 30, 2026 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments, including loan commitments. The consolidated Blackstone funds had signed investment commitments of $891.1 million as of June 30, 2026, which includes $65.4 million of signed investment commitments for portfolio company acquisitions in the process of closing.
Contingencies
Guarantees
Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the ongoing business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to Blackstone to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, Blackstone’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $18.7 million as of June 30, 2026.
The Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contributions to Blackstone Europe LLP. The amount guaranteed as of June 30, 2026 was $77.9 million.
Strategic Ventures
In December 2022 and January 2023, Blackstone entered into
long-term
strategic ventures (“UC strategic ventures”) with the Regents of the University of California (“UC Investments”), an institutional investor that subscribed for $4.5 billion of Blackstone Real Estate Income Trust, Inc. (“BREIT”) Class I shares during the three months ended March 31, 2023. The UC strategic ventures provide a waterfall structure with UC Investments receiving an 11.25% target annualized net return on its $4.5 billion investment in BREIT shares and upside from its investment. This target return, while not guaranteed, is supported by a pledge by Blackstone of $1.1 billion of its holdings in BREIT as of the subscription dates, including any
appreciation or dividends received by Blackstone in respect thereof. Pursuant to the UC strategic ventures, Blackstone is entitled to receive
 
an incremental 5% cash payment from UC Investments on any returns received in excess of the target return.
 
51

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
In March 2025, Blackstone entered into a similar long-term strategic venture with an institutional investor as part of the investor’s investment of
1.0 billion in a vehicle managed in the Real Estate segment. The long-term strategic venture provides for a target return of 9.25% supported by a pledge by Blackstone of
200 million of its holdings in a related vehicle.
For each such arrangement, an asset or liability is recognized based on fair value with the maximum potential future obligation in respect of the target return capped at the fair value of the assets pledged by Blackstone in connection with the respective arrangement. As of June 30, 2026, across both arrangements, the fair value of the total assets pledged was $1.5 billion and the total liability recognized was $1.2 billion.
Litigation
Blackstone may from time to time be involved in litigation and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regulation, which may result in regulatory proceedings against Blackstone.
Blackstone accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, Blackstone does not have any unaccrued liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial position or cash flows.
In December 2017, eight pension plan members of the Kentucky Retirement System (“KRS”) filed a derivative lawsuit on behalf of KRS in Franklin County Circuit Court in Kentucky (the “Mayberry Action”). Plaintiffs alleged breaches of fiduciary duty and other violations of Kentucky law in connection with KRS’s investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. (“BLP”). The suit named more than 30 defendants, including, among others, The Blackstone Group L.P. (now Blackstone Inc.); BLP; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as
then-CEO
of BLP (collectively, the “Blackstone Defendants”). In July 2020, the Kentucky Supreme Court directed the Circuit Court to dismiss the action for lack of standing.
In July 2020, the Kentucky Attorney General (the “AG”) filed its own action asserting substantially identical claims against largely the same defendants (the “July 2020 Action”).
In August 2022, KRS was ordered to disclose a 2021 report it commissioned to investigate the investment activities underlying the lawsuit. The report “did not find any violations of fiduciary duty or illegal activity by [BLP],” and quotes communications by KRS staff during the period of the investment recognizing that BLP was exceeding KRS’s returns benchmark, providing KRS with “far fewer negative months than any liquid market comparable,” and that BLP “[h]as killed it.”
In January 2021, certain former plaintiffs in the Mayberry Action filed a separate action (“Taylor I”) against the Blackstone Defendants and other defendants in the Mayberry Action, asserting substantially similar allegations as the AG’s July 2020 action did, but styled as a direct class action. Taylor I was removed to the U.S. District Court for the Eastern District of Kentucky and stayed pending the outcome of the AG’s July 2020 action.
 
52

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
In August 2021, a group of KRS members—including those that filed Taylor I—filed an action in Franklin County Circuit Court (“Taylor II”) substantially similar to Taylor I, against the Blackstone Defendants, other defendants named in the Mayberry Action, and other KRS officials. The Court denied most defendants’ motions to dismiss this action in May 2024. The Blackstone Defendants and the other fund manager defendants filed a petition for a writ of prohibition from that denial. In November 2024, the Kentucky Court of Appeals denied defendants’ writ of prohibition, and defendants appealed to the Kentucky Supreme Court. Taylor II is stayed pending review of this appeal.
In April 2021, the AG filed an action (the “Declaratory Judgment Action”) against BLP and the other fund manager defendants from the Mayberry Action in Franklin County Circuit Court, seeking a declaration that certain provisions in the subscription agreements with KRS violate the Kentucky Constitution.
In July 2021, BLP filed a
breach-of-contract
action against defendants affiliated with KRS, alleging that the Mayberry Action and the Declaratory Judgment Action breach the parties’ subscription agreements and seeking damages.
In January 2025, we and several other defendants
entered into a settlement agreement with KRS and the Commonwealth of Kentucky (the “Commonwealth”) that, subject to approval by the
 Franklin County Circuit Court
and certain requirements, would have resolved all claims between the settling parties, and barred all claims against the Blackstone Defendants in
 Taylor I and Taylor II
without any admission of wrongdoing. In May 2025, the Court declined to enter an approval order, holding that the Court’s approval is unnecessary and stating that the parties may settle as they see fit. Because an approval order was a condition to the settlement, the settlement agreement was terminated.
Effective June 12, 2026, the Blackstone Defendants reached a new settlement agreement with KRS and the Commonwealth for all outstanding claims in their respective lawsuits, and, on August 4, 2026, the Franklin Circuit Court granted dismissal of the Commonwealth’s claims against Blackstone in the July 2020 Action. As part of that agreement, on June 18, 2026, KRS and the Commonwealth filed an action in Franklin Circuit Court seeking a declaration that the Commonwealth and KRS have the authority to settle and release the Taylor claims, and, on July 20, 2026, filed a motion for summary judgment in that case. The settlement agreement also obligated the Blackstone Defendants to make an $18 million payment to KRS; an additional $6 million payment will follow if, pursuant to certain conditions and limitations, the Taylor claims are finally dismissed during the pendency of the Commonwealth’s efforts. Both of these payments will be covered by Blackstone’s insurance. The Taylor plaintiffs have filed various objections to the settlement, which are currently pending.
Our financial results for the quarter ended June 30, 2026 include an accrual for the estimated liability related to this matter.
Contingent
Obligations (Clawback)
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone funds, which may have an interim clawback liability. The lives of the funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2038. Further extensions of such terms may be implemented under given circumstances.
For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Performance Allocation distributions with respect to such fund’s realized investments. The liability is based on the general partner’s net obligation to the fund assuming all remaining investments were realized as of the end of each reporting period at the fair value of the under
lyi
ng investments.
 
5
3

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following table presents the clawback obligations by segment:
 
$
                        
$
                        
$
                        
$
                        
$
                        
$
                        
    
June 30, 2026
  
December 31, 2025
Segment
  
Blackstone
Holdings
  
Current and
Former
Personnel (a)
  
Total (b)
  
Blackstone
Holdings
  
Current and
Former
Personnel (a)
  
Total (b)
Real Estate
  
$
589,875
 
  
$
314,784
 
  
$
904,659
 
  
$
448,096
 
  
$
227,924
 
  
$
676,020
 
Private Equity
  
 
111,885
 
  
 
71,623
 
  
 
183,508
 
  
 
84,640
 
  
 
45,607
 
  
 
130,247
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
$
701,760
 
  
$
386,407
 
  
$
1,088,167
 
  
$
532,736
 
  
$
273,531
 
  
$
806,267
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
(a)
The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis.
(b)
Total is a component of Due to Affiliates. See Note 15. “Related Party Transactions — Affiliate Receivables and Payables — Due to Affiliates.”
For Private Equity, Real Estate, and certain Credit & Insurance Funds, a portion of the Performance Allocations paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the condensed consolidated financial statements of Blackstone, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At June 30, 2026, $1.3 billion was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.
In the Credit & Insurance segment, payment of Performance Allocations to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substantially deferred under the terms of the partnership agreements. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.
If, at June 30, 2026, all of the investments held by Blackstone’s carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $9.1 billion, on an
after-tax
basis where applicable, of which Blackstone Holdings is potentially liable for $8.2 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote.
 
17.
Segment Reporting
Blackstone conducts its alternative asset management businesses through four segments:
 
 
 
Real Estate – Blackstone’s Real Estate segment primarily comprises its management of opportunistic real estate funds, Core+ real estate funds, and real estate debt strategies.
 
 
 
Private Equity – Blackstone’s Private Equity segment includes its management of flagship Corporate Private Equity funds, sector and geographically-focused Corporate Private Equity funds, Core Private Equity funds, an opportunistic investment platform, a secondary funds business and GP Stakes, infrastructure-focused funds, a life sciences investment platform, a growth equity investment platform, investment platforms offering eligible individual investors access to Blackstone’s private equity and infrastructure capabilities, a multi-asset investment program for eligible
high-net-worth
investors and a capital markets services business.
 
5
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
 
 
Credit & Insurance – Blackstone’s Credit & Insurance segment consists principally of Blackstone Credit & Insurance, which is organized into three overarching strategies: private corporate credit, liquid corporate credit and infrastructure and asset based credit. In addition, the segment includes an insurer-focused platform.
 
 
 
Multi-Asset Investing – Blackstone’s Multi-Asset Investing segment is organized into four investment platforms: Absolute Return, Multi-Strategy, Total Portfolio Management, and Public Real Assets.
These business segments are differentiated by their various investment strategies. Each of the segments primarily earns its income from management fees and investment returns on assets under management. Blackstone’s chief operating decision makers are its Chief Executive Officer and
Co-Founder
and its President and Chief Operating Officer.
Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments.
Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates
non-controlling
ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related and
Non-Recurring
Items. Transaction-Related and
Non-Recurring
Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and
non-recurring
gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and
non-recurring
gains, losses or other charges that affect
period-to-period
comparability and are not reflective of Blackstone’s operational performance.
For segment reporting purposes, Segment Distributable Earnings is presented along with its major components, Fee Related Earnings and Net Realizations. Fee Related Earnings is used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Net Realizations is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation. Performance Allocations and Incentive Fees are presented together and referred to collectively as Performance Revenues or Performance Compensation.
 
5
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Segment Presentation
The following tables present the financial data for Blackstone’s four segments for the three months ended June 30, 2026 and 2025:
 
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
Three Months Ended June 30, 2026
 
  
Real

Estate
 
Private
Equity
 
Credit &
Insurance
 
Multi-Asset
Investing
 
Total
Segments
Management and Advisory Fees, Net
  
 
 
 
 
Base Management Fees
  
$
630,097
 
 
$
681,444
 
 
$
493,622
 
 
$
155,734
 
 
$
1,960,897
 
Transaction, Advisory and Other Fees, Net
  
 
104,321
 
 
 
124,921
 
 
 
91,769
 
 
 
145
 
 
 
321,156
 
Management Fee Offsets
  
 
(7,337
 
 
(11,785
 
 
(12,635
 
 
 
 
 
(31,757
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
727,081
 
 
 
794,580
 
 
 
572,756
 
 
 
155,879
 
 
 
2,250,296
 
Fee Related Performance Revenues
  
 
242,718
 
 
 
391,387
 
 
 
159,286
 
 
 
 
 
 
793,391
 
Fee Related Compensation
  
 
(262,168
 
 
(337,528
 
 
(237,568
 
 
(42,865
 
 
(880,129
Other Operating Expenses
  
 
(94,624
 
 
(131,515
 
 
(124,404
 
 
(29,587
 
 
(380,130
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
613,007
 
 
 
716,924
 
 
 
370,070
 
 
 
83,427
 
 
 
1,783,428
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
210,868
 
 
 
490,807
 
 
 
11,540
 
 
 
17,670
 
 
 
730,885
 
Realized Performance Compensation
  
 
(85,259
 
 
(251,204
 
 
(3,746
 
 
(3,915
 
 
(344,124
Realized Principal Investment Income (Loss)
  
 
6,660
 
 
 
24,952
 
 
 
(4,622
 
 
509
 
 
 
27,499
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
132,269
 
 
 
264,555
 
 
 
3,172
 
 
 
14,264
 
 
 
414,260
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
$
745,276
 
 
$
981,479
 
 
$
373,242
 
 
$
97,691
 
 
$
2,197,688
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Assets
  
$
13,882,665
 
 
$
20,653,736
 
 
$
7,825,978
 
 
$
2,708,734
 
 
$
45,071,113
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
6

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
Three Months Ended June 30, 2025
 
  
Real
 
Private
 
Credit &
 
Multi-Asset
 
Total
 
  
Estate
 
Equity
 
Insurance
 
Investing
 
Segments
Management and Advisory Fees, Net
  
 
 
 
 
Base Management Fees
  
$
673,154
 
 
$
605,068
 
 
$
467,657
 
 
$
130,793
 
 
$
1,876,672
 
Transaction, Advisory and Other Fees, Net
  
 
41,720
 
 
 
108,988
 
 
 
13,980
 
 
 
1,002
 
 
 
165,690
 
Management Fee Offsets
  
 
(3,582
 
 
(7,758
 
 
(11,010
 
 
 
 
 
(22,350
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
711,292
 
 
 
706,298
 
 
 
470,627
 
 
 
131,795
 
 
 
2,020,012
 
Fee Related Performance Revenues
  
 
89,590
 
 
 
192,331
 
 
 
190,129
 
 
 
 
 
 
472,050
 
Fee Related Compensation
  
 
(170,209
 
 
(266,925
 
 
(220,305
 
 
(42,877
 
 
(700,316
Other Operating Expenses
  
 
(87,048
 
 
(112,300
 
 
(107,426
 
 
(25,469
 
 
(332,243
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
543,625
 
 
 
519,404
 
 
 
333,025
 
 
 
63,449
 
 
 
1,459,503
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
43,587
 
 
 
408,980
 
 
 
87,393
 
 
 
13,161
 
 
 
553,121
 
Realized Performance Compensation
  
 
(24,139
 
 
(196,824
 
 
(30,433
 
 
(5,228
 
 
(256,624
Realized Principal Investment Income
  
 
2,797
 
 
 
19,859
 
 
 
5,800
 
 
 
965
 
 
 
29,421
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
22,245
 
 
 
232,015
 
 
 
62,760
 
 
 
8,898
 
 
 
325,918
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
$
565,870
 
 
$
751,419
 
 
$
395,785
 
 
$
72,347
 
 
$
1,785,421
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
7

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
The following tables present the financial data for Blackstone’s four segments as of June 30, 2026 and for the six months ended June 30, 2026 and 2025:
 
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
June 30, 2026 and the Six Months Then Ended
 
  
Real
 
Private
 
Credit &
 
Multi-Asset
 
Total
 
  
Estate
 
Equity
 
Insurance
 
Investing
 
Segments
Management and Advisory Fees, Net
  
 
 
 
 
Base Management Fees
  
$
1,266,144
 
 
$
1,341,435
 
 
$
1,003,469
 
 
$
302,263
 
 
$
3,913,311
 
Transaction, Advisory and Other Fees, Net
  
 
156,059
 
 
 
275,859
 
 
 
102,397
 
 
 
(1,462
 
 
532,853
 
Management Fee Offsets
  
 
(17,645
 
 
(20,792
 
 
(24,623
 
 
 
 
 
(63,060
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
1,404,558
 
 
 
1,596,502
 
 
 
1,081,243
 
 
 
300,801
 
 
 
4,383,104
 
Fee Related Performance Revenues
  
 
395,716
 
 
 
562,084
 
 
 
323,689
 
 
 
 
 
 
1,281,489
 
Fee Related Compensation
  
 
(455,305
 
 
(600,341
 
 
(464,061
 
 
(89,892
 
 
(1,609,599
Other Operating Expenses
  
 
(184,824
 
 
(244,443
 
 
(238,967
 
 
(55,351
 
 
(723,585
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
1,160,145
 
 
 
1,313,802
 
 
 
701,904
 
 
 
155,558
 
 
 
3,331,409
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
252,942
 
 
 
1,128,796
 
 
 
89,666
 
 
 
39,975
 
 
 
1,511,379
 
Realized Performance Compensation
  
 
(108,215
 
 
(545,740
 
 
(34,943
 
 
(19,282
 
 
(708,180
Realized Principal Investment Income (Loss)
  
 
(2,145
 
 
70,300
 
 
 
(10,327
 
 
1,644
 
 
 
59,472
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
142,582
 
 
 
653,356
 
 
 
44,396
 
 
 
22,337
 
 
 
862,671
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
$
1,302,727
 
 
$
1,967,158
 
 
$
746,300
 
 
$
177,895
 
 
$
4,194,080
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Assets
  
$
13,882,665
 
 
$
20,653,736
 
 
$
7,825,978
 
 
$
2,708,734
 
 
$
45,071,113
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
8

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
$
                        
 
  
Six Months Ended June 30, 2025
 
  
Real
 
Private
 
Credit &
 
Multi-Asset
 
Total
 
  
Estate
 
Equity
 
Insurance
 
Investing
 
Segments
Management and Advisory Fees, Net
  
 
 
 
 
Base Management Fees
  
$
1,337,755
 
 
$
1,183,512
 
 
$
910,880
 
 
$
251,644
 
 
$
3,683,791
 
Transaction, Advisory and Other Fees, Net
  
 
81,866
 
 
 
163,208
 
 
 
29,460
 
 
 
2,465
 
 
 
276,999
 
Management Fee Offsets
  
 
(7,481
 
 
(18,630
 
 
(22,669
 
 
 
 
 
(48,780
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Management and Advisory Fees, Net
  
 
1,412,140
 
 
 
1,328,090
 
 
 
917,671
 
 
 
254,109
 
 
 
3,912,010
 
Fee Related Performance Revenues
  
 
127,393
 
 
 
253,235
 
 
 
385,337
 
 
 
 
 
 
765,965
 
Fee Related Compensation
  
 
(340,734
 
 
(470,244
 
 
(421,923
 
 
(84,397
 
 
(1,317,298
Other Operating Expenses
  
 
(170,329
 
 
(215,194
 
 
(203,704
 
 
(49,891
 
 
(639,118
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Related Earnings
  
 
1,028,470
 
 
 
895,887
 
 
 
677,381
 
 
 
119,821
 
 
 
2,721,559
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized Performance Revenues
  
 
62,597
 
 
 
759,053
 
 
 
178,990
 
 
 
12,504
 
 
 
1,013,144
 
Realized Performance Compensation
  
 
(32,909
 
 
(367,965
 
 
(70,928
 
 
(5,746
 
 
(477,548
Realized Principal Investment Income
  
 
3,146
 
 
 
29,035
 
 
 
113,703
 
 
 
1,447
 
 
 
147,331
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Net Realizations
  
 
32,834
 
 
 
420,123
 
 
 
221,765
 
 
 
8,205
 
 
 
682,927
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment Distributable Earnings
  
$
1,061,304
 
 
$
1,316,010
 
 
$
899,146
 
 
$
128,026
 
 
$
3,404,486
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliations of Total Segment Amounts
The following tables reconcile the Total Segment Revenues, Expenses and Distributable Earnings to their equivalent GAAP measure for the three and six months ended June 30, 2026 and 2025 along with Total Assets as of June 30, 2026:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
Revenues
        
Total GAAP Revenues
  
$
5,043,978
 
 
$
3,711,900
 
 
$
8,661,573
 
 
$
7,001,358
 
Less: Unrealized Performance Revenues (a)
  
 
(587,150
 
 
(313,256
 
 
(870,505
 
 
(576,457
Less: Unrealized Principal Investment Income (b)
  
 
(443,186
 
 
(294,093
 
 
(121,050
 
 
(455,350
Less: Interest and Dividend Revenue (c)
  
 
(134,224
 
 
(100,390
 
 
(242,164
 
 
(197,810
Less: Other Revenue (d)
  
 
(11,898
 
 
225,083
 
 
 
(62,826
 
 
298,718
 
Impact of Consolidation (e)
  
 
(65,536
 
 
(154,450
 
 
(129,749
 
 
(231,574
Transaction-Related and
Non-Recurring
Items (f)
  
 
(48
 
 
(347
 
 
(94
 
 
(747
Intersegment Eliminations
  
 
135
 
 
 
157
 
 
 
259
 
 
 
312
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment Revenue (g)
  
$
3,802,071
 
 
$
3,074,604
 
 
$
7,235,444
 
 
$
5,838,450
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
5
9

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
Expenses
        
Total GAAP Expenses
  
$
2,375,612
 
 
$
1,932,603
 
 
$
4,637,905
 
 
$
3,827,035
 
Less: Unrealized Performance Allocations Compensation (h)
  
 
(236,129
 
 
(152,618
 
 
(325,830
 
 
(256,177
Less: Equity-Based Compensation (i)
  
 
(353,753
 
 
(312,018
 
 
(914,970
 
 
(783,320
Less: Interest Expense (j)
  
 
(144,830
 
 
(125,033
 
 
(274,888
 
 
(242,983
Impact of Consolidation (e)
  
 
(24,819
 
 
(31,735
 
 
(50,410
 
 
(57,987
Amortization of Intangibles (k)
  
 
(7,288
 
 
(7,333
 
 
(14,576
 
 
(14,666
Transaction-Related and
Non-Recurring
Items (f)
  
 
(119
 
 
(10,728
 
 
(7,132
 
 
(29,952
Administrative Fee Adjustment (l)
  
 
(4,426
 
 
(4,112
 
 
(8,994
 
 
(8,298
Intersegment Eliminations
  
 
135
 
 
 
157
 
 
 
259
 
 
 
312
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment Expenses (m)
  
$
1,604,383
 
 
$
1,289,183
 
 
$
3,041,364
 
 
$
2,433,964
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
 2026 
   
  2025  
 
Other Income
        
Total GAAP Other Income (Loss)
  
$
140,086
 
 
$
136,330
 
 
$
239,841
 
 
$
193,905
 
Impact of Consolidation (e)
  
 
(140,086
 
 
(136,330
 
 
(239,841
 
 
(193,905
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment Other Income
  
$
 
 
$
 
 
$
 
 
$
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
60

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
Income Before Provision for Taxes
        
Total GAAP Income Before Provision for Taxes
  
$
2,808,452
 
 
$
1,915,627
 
 
$
4,263,509
 
 
$
3,368,228
 
Less: Unrealized Performance Revenues (a)
  
 
(587,150
 
 
(313,256
 
 
(870,505
 
 
(576,457
Less: Unrealized Principal Investment Income (b)
  
 
(443,186
 
 
(294,093
 
 
(121,050
 
 
(455,350
Less: Interest and Dividend Revenue (c)
  
 
(134,224
 
 
(100,390
 
 
(242,164
 
 
(197,810
Less: Other Revenue (d)
  
 
(11,898
 
 
225,083
 
 
 
(62,826
 
 
298,718
 
Plus: Unrealized Performance Allocations Compensation (h)
  
 
236,129
 
 
 
152,618
 
 
 
325,830
 
 
 
256,177
 
Plus: Equity-Based Compensation (i)
  
 
353,753
 
 
 
312,018
 
 
 
914,970
 
 
 
783,320
 
Plus: Interest Expense (j)
  
 
144,830
 
 
 
125,033
 
 
 
274,888
 
 
 
242,983
 
Impact of Consolidation (e)
  
 
(180,803
 
 
(259,045
 
 
(319,180
 
 
(367,492
Amortization of Intangibles (k)
  
 
7,288
 
 
 
7,333
 
 
 
14,576
 
 
 
14,666
 
Transaction-Related and
Non-Recurring
Items (f)
  
 
71
 
 
 
10,381
 
 
 
7,038
 
 
 
29,205
 
Administrative Fee Adjustment (l)
  
 
4,426
 
 
 
4,112
 
 
 
8,994
 
 
 
8,298
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment Distributable Earnings
  
$
2,197,688
 
 
$
1,785,421
 
 
$
4,194,080
 
 
$
3,404,486
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
$
                        
    
As of
    
June 30,
    
2026
Total Assets
  
Total GAAP Assets
  
$
49,892,220
 
Impact of Consolidation (e)
  
 
(4,821,107
  
 
 
 
Total Segment Assets
  
$
45,071,113
 
  
 
 
 
 
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles and Transaction-Related and
Non-Recurring
Items.
(a)
This adjustment removes Unrealized Performance Revenues on a segment basis.
(b)
This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis.
(c)
This adjustment removes Interest and Dividend Revenue on a segment basis.
(d)
This adjustment removes Other Revenue on a segment basis. For the three months ended June 30, 2026 and 2025, Other Revenue on a GAAP basis was $11.9 million and $(225.1) million, and included $11.8 million and $(225.5) million of foreign exchange gains (losses), respectively. For the six months ended June 30, 2026 and 2025, Other Revenue on a GAAP basis was $62.9 million and $(298.7) million, and included $62.5 million and $(299.3) million of foreign exchange gains (losses), respectively.
(e)
This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds, the removal of amounts attributable to the reimbursement of certain expenses by the Blackstone Funds and certain
NAV-based
fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by
non-controlling
interests.
 
61

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
(f)
This adjustment removes Transaction-Related and
Non-Recurring
Items, which are excluded from Blackstone’s segment presentation. Transaction-Related and
Non-Recurring
Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and
non-recurring
gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and
non-recurring
gains, losses or other charges that affect period to period comparability and are not reflective of Blackstone’s operational performance.
(g)
Total Segment Revenues is comprised of the following:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
    
Six Months Ended
June 30,
 
    
2026
    
2025
    
2026
    
2025
 
Total Segment Management and Advisory Fees, Net
  
$
2,250,296
 
  
$
2,020,012
 
  
$
4,383,104
 
  
$
3,912,010
 
Total Segment Fee Related Performance Revenues
  
 
793,391
 
  
 
472,050
 
  
 
1,281,489
 
  
 
765,965
 
Total Segment Realized Performance Revenues
  
 
730,885
 
  
 
553,121
 
  
 
1,511,379
 
  
 
1,013,144
 
Total Segment Realized Principal Investment Income
  
 
27,499
 
  
 
29,421
 
  
 
59,472
 
  
 
147,331
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Total Segment Revenues
  
$
3,802,071
 
  
$
3,074,604
 
  
$
7,235,444
 
  
$
5,838,450
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
(h)
This adjustment removes Unrealized Performance Allocations Compensation.
(i)
This adjustment removes Equity-Based Compensation on a segment basis.
(j)
This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement.
(k)
This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation.
(l)
This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
(m)
Total Segment Expenses is comprised of the following:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
    
Six Months Ended
June 30,
 
    
2026
    
2025
    
2026
    
2025
 
Total Segment Fee Related Compensation
  
$
880,129
 
  
$
700,316
 
  
$
1,609,599
 
  
$
1,317,298
 
Total Segment Realized Performance Compensation
  
 
344,124
 
  
 
256,624
 
  
 
708,180
 
  
 
477,548
 
Total Segment Other Operating Expenses
  
 
380,130
 
  
 
332,243
 
  
 
723,585
 
  
 
639,118
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Total Segment Expenses
  
$
1,604,383
 
  
$
1,289,183
 
  
$
3,041,364
 
  
$
2,433,964
 
  
 
 
    
 
 
    
 
 
    
 
 
 
 
62

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
Reconciliations of Total Segment Components
The following tables reconcile the components of Total Segments to their equivalent GAAP measures, reported on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
Management and Advisory Fees, Net
        
GAAP
  
$
2,266,006
 
 
$
2,035,495
 
 
$
4,414,626
 
 
$
3,939,812
 
Segment Adjustment (a)
  
 
(15,710
 
 
(15,483
 
 
(31,522
)
 
 
 
 
(27,802
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment
  
$
2,250,296
 
 
$
2,020,012
 
 
$
4,383,104
 
 
$
3,912,010
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
GAAP Realized Performance Revenues to Total Segment Fee Related Performance Revenues
        
GAAP
        
Incentive Fees
  
$
159,080
 
 
$
195,414
 
 
$
324,499
 
 
$
387,239
 
Investment Income - Realized Performance Allocations
  
 
1,365,175
 
 
 
829,820
 
 
 
2,468,348
 
 
 
1,391,870
 
  
 
 
   
 
 
   
 
 
   
 
 
 
GAAP
  
 
1,524,255
 
 
 
1,025,234
 
 
 
2,792,847
 
 
 
1,779,109
 
Total Segment
        
Less: Realized Performance Revenues
  
 
(730,885
 
 
(553,121
 
 
(1,511,379
 
 
(1,013,144
Segment Adjustment (b)
  
 
21
 
 
 
(63
 
 
21
 
 
 
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment
  
$
793,391
 
 
$
472,050
 
 
$
1,281,489
 
 
$
765,965
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
6
3

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
GAAP Compensation to Total Segment Fee Related Compensation
        
GAAP
        
Compensation
  
$
963,026
 
 
$
870,358
 
 
$
2,129,923
 
 
$
1,899,720
 
Incentive Fee Compensation
  
 
49,716
 
 
 
67,363
 
 
 
104,084
 
 
 
124,392
 
Realized Performance Allocations Compensation
  
 
565,264
 
 
 
331,191
 
 
 
998,713
 
 
 
573,081
 
  
 
 
   
 
 
   
 
 
   
 
 
 
GAAP
  
 
1,578,006
 
 
 
1,268,912
 
 
 
3,232,720
 
 
 
2,597,193
 
Total Segment
        
Less: Realized Performance Compensation
  
 
(344,124
 
 
(256,624
 
 
(708,180
 
 
(477,548
Less: Equity-Based Compensation - Fee Related Compensation
  
 
(345,343
 
 
(306,495
 
 
(895,046
 
 
(770,548
Less: Equity-Based Compensation - Performance Compensation
  
 
(8,410
 
 
(5,523
 
 
(19,924
 
 
(12,772
Segment Adjustment (c)
  
 
 
 
 
46
 
 
 
29
 
 
 
(19,027
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment
  
$
880,129
 
 
$
700,316
 
 
$
1,609,599
 
 
$
1,317,298
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months
Ended June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
GAAP General, Administrative and Other to Total Segment Other Operating Expenses
        
GAAP
  
$
409,110
 
 
$
360,817
 
 
$
781,931
 
 
$
693,190
 
Segment Adjustment (d)
  
 
(28,980
 
 
(28,574
 
 
(58,346
)
 
 
 
 
(54,072
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment
  
$
380,130
 
 
$
332,243
 
 
$
723,585
 
 
$
639,118
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    
2026
   
2025
   
2026
   
2025
 
Realized Performance Revenues
        
GAAP
        
Incentive Fees
  
$
159,080
 
 
$
195,414
 
 
$
324,499
 
 
$
387,239
 
Investment Income - Realized Performance Allocations
  
 
1,365,175
 
 
 
829,820
 
 
 
2,468,348
 
 
 
1,391,870
 
  
 
 
   
 
 
   
 
 
   
 
 
 
GAAP
  
 
1,524,255
 
 
 
1,025,234
 
 
 
2,792,847
 
 
 
1,779,109
 
Total Segment
        
Less: Fee Related Performance Revenues
  
 
(793,391
 
 
(472,050
 
 
(1,281,489
 
 
(765,965
Segment Adjustment (b)
  
 
21
 
 
 
(63
 
 
21
 
 
 
 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total Segment
  
$
730,885
 
 
$
553,121
 
 
$
1,511,379
 
 
$
1,013,144
 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
6
4

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
 
Six Months Ended
June 30,
    
2026
 
2025
 
2026
 
2025
Realized Performance Compensation
        
GAAP
        
Incentive Fee Compensation
  
$
49,716
 
 
$
67,363
 
 
$
104,084
 
 
$
124,392
 
Realized Performance Allocation Compensation
  
 
565,264
 
 
 
331,191
 
 
 
998,713
 
 
 
573,081
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
  
 
614,980
 
 
 
398,554
 
 
 
1,102,797
 
 
 
697,473
 
Total Segment
        
Less: Fee Related Performance Compensation (e)
  
 
(262,446
 
 
(136,407
 
 
(374,693
 
 
(207,153
Less: Equity-Based Compensation - Performance Compensation
  
 
(8,410
 
 
(5,523
 
 
(19,924
 
 
(12,772
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment
  
$
344,124
 
 
$
256,624
 
 
$
708,180
 
 
$
477,548
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
                        
$
                        
$
                        
$
                        
    
Three Months Ended
June 30,
 
Six Months Ended
June 30,
    
2026
 
2025
 
2026
 
2025
Realized Principal Investment Income
        
GAAP
  
$
105,585
 
 
$
97,171
 
 
$
248,605
 
 
$
282,713
 
Segment Adjustment (f)
  
 
(78,086
 
 
(67,750
 
 
(189,133
 
 
(135,382
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segment
  
$
27,499
 
 
$
29,421
 
 
$
59,472
 
 
$
147,331
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles, the expense of equity-based awards and Transaction-Related and
Non-Recurring
Items.
(a)
Represents (1) the add back of net management fees earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of amounts attributable to the reimbursement of certain expenses by the Blackstone Funds and certain
NAV-based
fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures.
(b)
Represents the add back of Performance Revenues earned from consolidated Blackstone funds which have been eliminated in consolidation.
(c)
Represents the removal of Transaction-Related and
Non-Recurring
Items that are not recorded in the Total Segment measures.
(d)
Represents the (1) removal of Transaction-Related and
Non-Recurring
Items that are not recorded in the Total Segment measures, (2) removal of amounts attributable to certain expenses that are reimbursed by the Blackstone Funds and certain
NAV-based
fee arrangements, which are presented on a gross basis under GAAP but as a reduction of Management and Advisory Fees, Net in the Total Segment measures, and (3) a reduction equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units which is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
(e)
Fee related performance compensation may include equity-based compensation based on fee related performance revenues.
(f)
Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by
non-controlling
interests.
 
6
5

Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
 
 
18.
Subsequent Events
There have been
 
no events since June 30, 2026 that require recognition or disclosure in the condensed consolidated financial statements.
 
66

Item 1A. Unaudited Supplemental Presentation of Statements of Financial Condition
Blackstone Inc.
Unaudited Consolidating Statements of Financial Condition
(Dollars in Thousands)
 
 
$
                        
$
                        
$
                        
$
                        
 
  
June 30, 2026
 
  
Consolidated
Operating
Partnerships
 
Consolidated
Blackstone
Funds (a)
  
Reclasses and
Eliminations
 
Consolidated
Assets
  
 
  
 
Cash and Cash Equivalents
  
$
2,507,073
 
 
$
 
  
$
 
 
$
2,507,073
 
Cash Held by Blackstone Funds and Other
  
 
 
 
 
266,230
 
  
 
 
 
 
266,230
 
Investments
  
 
30,308,780
 
 
 
5,233,815
 
  
 
(954,866
 
 
34,587,729
 
Accounts Receivable
  
 
689,778
 
 
 
2,277
 
  
 
 
 
 
692,055
 
Due from Affiliates
  
 
5,948,781
 
 
 
336,435
 
  
 
(67,150
 
 
6,218,066
 
Intangible Assets, Net
  
 
113,288
 
 
 
 
  
 
 
 
 
113,288
 
Goodwill
  
 
1,890,202
 
 
 
 
  
 
 
 
 
1,890,202
 
Other Assets
  
 
992,140
 
 
 
4,366
 
  
 
 
 
 
996,506
 
Right-of-Use
Assets
  
 
743,127
 
 
 
 
  
 
 
 
 
743,127
 
Deferred Tax Assets
  
 
1,877,944
 
 
 
 
  
 
 
 
 
1,877,944
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Assets
  
$
45,071,113
 
 
$
5,843,123
 
  
$
(1,022,016
 
$
49,892,220
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Liabilities and Equity
  
 
  
 
Loans Payable
  
$
13,070,834
 
 
$
123,896
 
  
$
 
 
$
13,194,730
 
Due to Affiliates
  
 
3,339,203
 
 
 
214,676
 
  
 
(69,523
 
 
3,484,356
 
Accrued Compensation and Benefits
  
 
6,844,156
 
 
 
 
  
 
 
 
 
6,844,156
 
Operating Lease Liabilities
  
 
832,586
 
 
 
 
  
 
 
 
 
832,586
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
3,036,983
 
 
 
66,181
 
  
 
 
 
 
3,103,164
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities
  
 
27,123,762
 
 
 
404,753
 
  
 
(69,523
 
 
27,458,992
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Redeemable
Non-Controlling
Interests in Consolidated Entities
  
 
7
 
 
 
1,371,076
 
  
 
 
 
 
1,371,083
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Equity
  
 
  
 
Common Stock
  
 
7
 
 
 
 
  
 
 
 
 
7
 
Series I Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Series II Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Additional
Paid-in-Capital
  
 
9,051,771
 
 
 
926,548
 
  
 
(926,548
 
 
9,051,771
 
Retained Earnings (Deficit)
  
 
(18,646
 
 
25,945
 
  
 
(25,945
 
 
(18,646
Accumulated Other Comprehensive Income (Loss)
  
 
(51,511
 
 
32,922
 
  
 
 
 
 
(18,589
Non-Controlling
Interests in Consolidated Entities
  
 
4,022,412
 
 
 
3,081,879
 
  
 
 
 
 
7,104,291
 
Non-Controlling
Interests in Blackstone Holdings
  
 
4,943,311
 
 
 
 
  
 
 
 
 
4,943,311
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Equity
  
 
17,947,344
 
 
 
4,067,294
 
  
 
(952,493
 
 
21,062,145
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities and Equity
  
$
45,071,113
 
 
$
5,843,123
 
  
$
(1,022,016
 
$
49,892,220
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
67

Blackstone Inc.
Unaudited Consolidating Statements of Financial Condition - Continued
(Dollars in Thousands)
 
 
$
                        
$
                        
$
                        
$
                        
 
  
December 31, 2025
 
  
Consolidated
Operating
Partnerships
 
Consolidated
Blackstone
Funds (a)
  
Reclasses and
Eliminations
 
Consolidated
Assets
  
 
  
 
Cash and Cash Equivalents
  
$
2,631,241
 
 
$
 
  
$
 
 
$
2,631,241
 
Cash Held by Blackstone Funds and Other
  
 
 
 
 
223,441
 
  
 
 
 
 
223,441
 
Investments
  
 
28,046,783
 
 
 
5,180,879
 
  
 
(1,015,551
 
 
32,212,111
 
Accounts Receivable
  
 
275,370
 
 
 
16,388
 
  
 
 
 
 
291,758
 
Due from Affiliates
  
 
6,055,038
 
 
 
367,387
 
  
 
(64,963
 
 
6,357,462
 
Intangible Assets, Net
  
 
131,359
 
 
 
 
  
 
 
 
 
131,359
 
Goodwill
  
 
1,890,202
 
 
 
 
  
 
 
 
 
1,890,202
 
Other Assets
  
 
1,143,014
 
 
 
14,705
 
  
 
 
 
 
1,157,719
 
Right-of-Use
Assets
  
 
757,459
 
 
 
 
  
 
 
 
 
757,459
 
Deferred Tax Assets
  
 
2,056,223
 
 
 
 
  
 
 
 
 
2,056,223
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Assets
  
$
42,986,689
 
 
$
5,802,800
 
  
$
(1,080,514
 
$
47,708,975
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Liabilities and Equity
  
 
  
 
Loans Payable
  
$
12,318,723
 
 
$
126,421
 
  
$
 
 
$
12,445,144
 
Due to Affiliates
  
 
3,046,459
 
 
 
245,222
 
  
 
(67,249
 
 
3,224,432
 
Accrued Compensation and Benefits
  
 
6,411,389
 
 
 
 
  
 
 
 
 
6,411,389
 
Operating Lease Liabilities
  
 
861,021
 
 
 
 
  
 
 
 
 
861,021
 
Accounts Payable, Accrued Expenses and Other Liabilities
  
 
2,826,821
 
 
 
58,996
 
  
 
 
 
 
2,885,817
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities
  
 
25,464,413
 
 
 
430,639
 
  
 
(67,249
 
 
25,827,803
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Redeemable
Non-Controlling
Interests in Consolidated Entities
  
 
5
 
 
 
1,380,498
 
  
 
 
 
 
1,380,503
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Equity
  
 
  
 
Common Stock
  
 
7
 
 
 
 
  
 
 
 
 
7
 
Series I Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Series II Preferred Stock
  
 
 
 
 
 
  
 
 
 
 
 
Additional
Paid-in-Capital
  
 
8,479,886
 
 
 
992,063
 
  
 
(992,063
 
 
8,479,886
 
Retained Earnings
  
 
191,641
 
 
 
21,202
 
  
 
(21,202
 
 
191,641
 
Accumulated Other Comprehensive Income (Loss)
  
 
(53,272
 
 
47,264
 
  
 
 
 
 
(6,008
Non-Controlling
Interests in Consolidated Entities
  
 
4,293,077
 
 
 
2,931,134
 
  
 
 
 
 
7,224,211
 
Non-Controlling
Interests in Blackstone Holdings
  
 
4,610,932
 
 
 
 
  
 
 
 
 
4,610,932
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Equity
  
 
17,522,271
 
 
 
3,991,663
 
  
 
(1,013,265
 
 
20,500,669
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Total Liabilities and Equity
  
$
42,986,689
 
 
$
5,802,800
 
  
$
(1,080,514
 
$
47,708,975
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
(a)
The Consolidated Blackstone Funds consisted of the following:
Blackstone Horizon Fund L.P.
BTD CP Holdings LP
Blackstone European Property Income Fund (Master) FCP
Blackstone European Property Income Fund SICAV
BEPIF (Aggregator) SCSp
Infrastructure Investments L.P.
Blackstone Chengu (Shanghai) Private Fund Partnership
Hieroglyphs L.P.**
Blackstone Multi-Strategy Hedge Fund L.P.
Blackstone Quantitative Opportunities Fund Ltd.
Blue Horizon L.P.*
Capitol Gardens II L.P.*
Private equity
side-by-side
investment vehicles
Real estate
side-by-side
investment vehicles
* Consolidated as of June 30, 2026 only
** Consolidated as of December 31, 2025 only
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with Blackstone Inc.’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q.

In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to Blackstone Inc. and its consolidated subsidiaries.

Our Business

Blackstone is the world’s largest alternative asset manager. We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from capital markets services. We also invest in the funds we manage and we are entitled to a pro-rata share of the income of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”). In certain investment fund structures, we receive a contractual incentive fee from the fund based on achieving certain investment returns (an “Incentive Fee,” and together with Performance Allocations, “Performance Revenues”). The composition of our revenues will vary based on market conditions and the cyclicality of the different business units we operate. Net investment gains and investment income generated by Blackstone Funds are driven by the performance of underlying investments in such funds as well as overall market conditions. Fair values are affected by changes in the fundamentals of our funds’ portfolio companies and other investments, the industries in which they operate, the overall economy and other market conditions.

Our business is organized into four segments:

Real Estate

Our Real Estate business is a global leader in real estate investing and operates as one globally integrated business with investments across the globe, including in the Americas, Europe and Asia. Our real estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors.

Our Blackstone Real Estate Partners (“BREP”) business is geographically diversified and targets a broad range of opportunistic real estate and real estate-related investments. The BREP platform includes global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality, well-located assets where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, data centers, rental housing, hospitality, office and retail properties around the world, as well as in a variety of real estate operating companies.

 

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Our Core+ real estate strategy invests in substantially stabilized real estate globally, primarily through perpetual capital vehicles. The strategy includes our (a) Blackstone Property Partners (“BPP”) funds, which are focused on high-quality assets in the Americas, Europe and Asia, (b) a non-listed real estate investment trust (“REIT”), Blackstone Real Estate Income Trust, Inc. (“BREIT”) and Blackstone European Property Income Fund (“BEPIF”) vehicles, which provide income-focused individual investors access to institutional quality real estate primarily in the Americas and Europe, respectively, and (c) a NYSE-listed REIT focused on acquiring and owning data centers, Blackstone Digital Infrastructure Trust (“BXDC”).

Our Blackstone Real Estate Debt Strategies (“BREDS”) platform primarily targets real estate-related debt investment opportunities. BREDS invests in both public and private markets, primarily in the U.S. and Europe. BREDS’ scale and investment mandates enable it to provide a variety of lending options for our borrowers and investment options for our investors, including commercial real estate mortgage loans and liquid real estate-related debt securities. The BREDS platform includes high-yield real estate debt funds, liquid real estate debt funds, capital managed on behalf of our Credit & Insurance segment, and Blackstone Mortgage Trust, Inc. (“BXMT”), a NYSE-listed mortgage REIT.

Private Equity

Our Private Equity segment includes: (a) Private Equity Strategies (described below), (b) Infrastructure, which includes (1) our infrastructure-focused funds for institutional investors with a primary focus on the U.S. and Europe (Blackstone Infrastructure Partners or “BIP”) and (2) a private wealth-focused platform offering eligible individual investors access to our infrastructure capabilities (Blackstone Infrastructure Strategies or “BXINFRA”), (c) our secondaries business (“Secondaries”), which includes Strategic Partners Fund Solutions (“Strategic Partners”) and our GP Stakes business (“Blackstone GP Stakes” or “BXGP”), (d) our capital markets services business (Blackstone Capital Markets or “BXCM”) and (e) a private wealth-focused platform offering eligible individuals exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment (Blackstone Total Alternatives Solution or “BTAS”).

Our Private Equity Strategies include: (a) our Corporate Private Equity business (described below), (b) our hybrid capital investment platform that invests flexibly across asset classes, industries and geographies (Blackstone Tactical Opportunities or “Tactical Opportunities”), (c) our life sciences investment platform (Blackstone Life Sciences or “BXLS”), (d) our growth equity investment platform (Blackstone Growth or “BXG”) and (e) a private wealth-focused platform offering eligible individual investors access to Blackstone’s private equity capabilities (Blackstone Private Equity Strategies Fund or “BXPE”).

Our Corporate Private Equity business consists of: (a) our global private equity funds (Blackstone Capital Partners or “BCP”), (b) our Asia-focused private equity funds (Blackstone Capital Partners Asia or “BCP Asia”), (c) our sector-focused funds, including our energy- and energy transition-focused funds (Blackstone Energy Transition Partners or “BETP”) and (d) our core private equity funds (Blackstone Core Equity Partners or “BCEP”).

We are a global leader in private equity investing. Our Corporate Private Equity business pursues transactions across industries on a global basis. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Corporate Private Equity’s investment strategies and core themes continually evolve in anticipation of, or in response to, changes in the global economy, local markets, regulation, capital flows and geopolitical trends. We seek to construct a differentiated portfolio of investments with a well-defined, post-acquisition value creation strategy. Similarly, we seek investments that can generate strong unlevered returns regardless of entry or exit cycle timing. BCEP pursues control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than traditional private equity.

 

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Tactical Opportunities pursues a thematically driven, hybrid capital investment strategy. Our flexible, global mandate enables us to find differentiated opportunities across asset classes, industries and geographies and invest behind them with the frequent use of structure to generate attractive risk-adjusted returns. Tactical Opportunities’ ability to dynamically shift focus to the most compelling opportunities in any market environment, combined with the business’ expertise in structuring complex transactions, enables Tactical Opportunities to invest in attractive market areas, often with securities that provide downside protection and maintain upside return.

BXLS invests across the life cycle of companies and products within the life sciences sector. BXLS primarily focuses on investments in life sciences products in late-stage clinical development within the pharmaceutical, biotechnology and medical technology sectors.

BXG seeks to deliver attractive risk-adjusted returns by investing in dynamic, growth-stage businesses, with a focus on the consumer, consumer technology, enterprise solutions, financial services and healthcare sectors.

BXPE invests primarily in privately negotiated, equity-oriented investments, leveraging Blackstone’s private equity talent and investment capabilities to create an attractive portfolio of alternative investments diversified across geographies and sectors.

BIP targets a diversified mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy infrastructure, transportation, digital infrastructure and water and waste. BIP applies a disciplined, operationally intensive investment approach to investments, seeking to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield. BXINFRA invests primarily in infrastructure equity, secondaries and credit strategies, leveraging Blackstone’s infrastructure talent and investment capabilities to create an attractive portfolio of alternative infrastructure investments.

Strategic Partners is a total fund solutions provider. As a secondary investor, it acquires interests in high-quality private funds from original holders seeking liquidity. Strategic Partners focuses on a range of opportunities in underlying funds such as private equity, real estate, infrastructure, venture and growth capital, credit and other types of funds, as well as general partner-led transactions and primary investments and co-investments with financial sponsors. Strategic Partners also provides investment advisory services to separately managed account clients investing in primary and secondary investments in private funds and co-investments. Blackstone GP Stakes targets minority investments in the general partners of private equity and other private market alternative asset management firms globally, with a focus on delivering a combination of recurring annual cash flow yield and long-term capital appreciation.

Credit & Insurance

Our Credit & Insurance segment (“BXCI”) offers its clients and borrowers a comprehensive solution across corporate and asset based credit, including investment grade and non-investment grade debt. BXCI is one of the largest credit managers and CLO managers in the world. The investment portfolios BXCI’s credit platform manages or sub-advises consist primarily of loans and securities of non-investment and investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.

BXCI is organized into three overarching credit investing strategies: private corporate credit, liquid corporate credit and infrastructure and asset based credit. The private corporate credit strategies include mezzanine and direct lending funds, stressed/distressed strategies and SMAs. The direct lending funds include Blackstone Private Credit Fund (“BCRED”), Blackstone Secured Lending Fund (“BXSL”), both of which are business development companies (“BDCs”), as well as Blackstone European Private Credit Fund (“ECRED”).

 

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The liquid corporate credit strategies consist of CLOs, closed-ended funds, open-ended funds, systematic strategies and SMAs. The infrastructure and asset based credit strategies include private placement strategies, energy strategies (including our sustainable resources platform) and asset based finance strategies focused on privately originated, income-oriented credit assets secured by physical, financial or residential real estate collateral.

Our insurance platform focuses on providing investment management services for insurance and reinsurance accounts, seeking to deliver customized and diversified portfolios consisting primarily of investment grade credit, including through Blackstone’s private credit origination capabilities. Through this platform, we provide our clients tailored portfolio construction, strategic asset allocation and specialized analytical tools. While focusing on policyholder protection, we seek to achieve risk-managed, liability-matched and capital-efficient returns, as well as diversification and capital preservation. We also provide similar services to clients through SMAs or by sub-managing assets for certain insurance-dedicated funds and special purpose vehicles.

Multi-Asset Investing

Our Multi-Asset Investing segment (“BXMA”) is the world’s largest discretionary allocator to hedge funds and is a leader in building multi-asset portfolios. BXMA invests across asset classes in both public and private markets aiming to generate compelling risk-adjusted returns.

BXMA is organized into four investment platforms: Absolute Return, Multi-Strategy, Total Portfolio Management and Public Real Assets. Absolute Return manages a broad range of commingled and customized portfolios and aims to generate consistent returns across market environments. Multi-Strategy aims to generate strong risk-adjusted returns through opportunistic, asset-class agnostic investing. Total Portfolio Management manages large-scale total portfolios across asset classes in both public and private markets. The Public Real Assets platform is managed by Harvest Fund Advisors LLC (“Harvest”), which primarily invests in publicly traded energy infrastructure, renewables and master limited partnerships holding midstream energy assets in North America.

Business Environment

Blackstone’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world.

Most major equity markets appreciated significantly in the second quarter of 2026, driven by resilient economic growth and underpinned by continued large-scale capex investments in the artificial intelligence-related ecosystem. The total return of the S&P 500 Index was 15.2%, with the information technology and industrial sectors exhibiting the largest gains of 31.8% and 14.9%, respectively. The energy sector was an outlier, decreasing 13.4% amid lower oil prices as supply disruption concerns eased. The price of West Texas Intermediate crude oil decreased 31.4% to $69.50 per barrel. In credit markets, the total return of the S&P Leveraged Loan Index was 1.9% and the ICE Bank of America High Yield Bond Index was 2.5%. High yield spreads tightened 32 basis points.

U.S. capital markets activity levels expanded considerably following an active first quarter. Initial public offering volumes increased 628% year-over-year, buoyed by the $75 billion initial public offering of SpaceX, the largest IPO in history. U.S. announced merger and acquisition deal volumes also rose sharply, up 99% year-over-year.

Inflation in the U.S. has moderated significantly from the post-Covid peak; however, inflation remains above the Federal Reserve’s long-term target of 2.0%, largely reflecting the impact of elevated energy prices in the first half of 2026. CPI increased 3.5% year-over-year in June, as compared to 3.3% growth in March 2026. The Federal Reserve has held the federal funds target range steady at 3.50-3.75% since December 2025. The ten-year U.S. Treasury yield increased 15 basis points in the second quarter of 2026 to 4.47% and has since risen to 4.72% as of July 31, 2026. Three-month SOFR was unchanged quarter-over-quarter at 3.68%.

 

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Despite slowing growth, the U.S. economy continued to demonstrate resilience in the second quarter. The Bureau of Economic Analysis’ advance estimate of U.S. real GDP indicated annualized growth of 1.5% quarter-over-quarter, compared to 2.1% in the first quarter. Wages rose 3.5% year-over-year in June 2026. Demand for retail and food services also remained strong, with sales increasing 6.7% year-over-year. The labor market remained in balance, with the unemployment rate at 4.2% as of June 2026 compared to 4.3% in March 2026.

Outside of the U.S., central banks have pursued a variety of policy approaches in response to regional economic conditions. The Bank of England left its bank rate unchanged at 3.75% through the second quarter. Inflation in the U.K. decreased to 2.6% year-over-year in June from 3.3% in March 2026. The European Central Bank increased its deposit facility rate by 25 basis points to 2.25% in June amid inflationary pressures associated with higher energy prices. The Bank of Japan increased its policy rate to 1.0% in June from 0.75%, as policymakers balanced inflation concerns against economic growth considerations. The People’s Bank of China left its rate unchanged at 3.0% for its one-year prime loan.

Despite ongoing uncertainty relating to geopolitical conditions and the path of interest rates and artificial intelligence disruption in certain sectors, the U.S. economy has demonstrated continued strength. This strength has been meaningfully aided by artificial intelligence-related spending. The vitality of the economy has positively impacted market sentiment and driven initial public offering and merger and acquisition activity. A durable resolution to the ongoing conflict in the Middle East should provide a basis for further improvements in market conditions and transaction activity.

For additional information on the potential impact on each of our business segments of the conditions described above see “—Segment Analysis”.

 

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Organizational Structure

The simplified diagram below depicts our current organizational structure. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.

 

LOGO

Key Financial Measures and Indicators

We manage our business using certain financial measures and key operating metrics since we believe these metrics measure the productivity of our investment activities. We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “—Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2. Summary of Significant Accounting Policies” and “—Critical Accounting Policies.” Our key non-GAAP financial measures and operating indicators and metrics are discussed below.

Distributable Earnings

Distributable Earnings is derived from Blackstone’s segment reported results. Distributable Earnings is used to assess performance and amounts available for dividends to Blackstone stockholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is the sum of Segment Distributable Earnings plus Net Interest and Dividend Income (Loss) less Taxes and Related Payables. Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Distributable Earnings.

 

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Net Interest and Dividend Income (Loss) is presented on a segment basis and is equal to Interest and Dividend Revenue less Interest Expense, adjusted for the impact of consolidation of Blackstone Funds, and interest expense associated with the Tax Receivable Agreement.

Taxes and Related Payables represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and including the payable under the Tax Receivable Agreement. Further, the current tax provision utilized when calculating Taxes and Related Payables and Distributable Earnings reflects the benefit of deductions available to the company on certain expense items that are excluded from the underlying calculation of Segment Distributable Earnings and Total Segment Distributable Earnings, such as equity-based compensation charges and certain Transaction-Related and Non-Recurring Items where there is a current tax provision or benefit. The economic assumptions and methodologies that impact the implied income tax provision are the same as those methodologies and assumptions used in calculating the current income tax provision for Blackstone’s Condensed Consolidated Statements of Operations under GAAP, excluding the impact of divestitures and accrued tax contingency-related liabilities or refunds which are reflected when paid or received. The Payable under the Tax Receivable Agreement reflects the expected amount of tax savings generated in the period that parties to the Tax Receivable Agreement are entitled to receive in future periods. Management believes that including the amount payable under the Tax Receivable Agreement and utilizing the current income tax provision adjusted as described above when calculating Distributable Earnings is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to stockholders.

Segment Distributable Earnings

Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Blackstone believes it is useful to stockholders to review the measure that management uses in assessing segment performance. Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related and Non-Recurring Items. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance. Segment Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Segment Distributable Earnings.

Net Realizations is presented on a segment basis and is the sum of Realized Principal Investment Income and Realized Performance Revenues (which refers to Realized Performance Revenues excluding Fee Related Performance Revenues), less Realized Performance Compensation (which refers to Realized Performance Compensation excluding Fee Related Performance Compensation and Equity-Based Performance Compensation).

Realized Performance Compensation reflects, pursuant to an ongoing compensation program, an increase in the aggregate Realized Performance Compensation paid to certain of our professionals above the amounts allocable to them based upon the percentage participation in the relevant performance plans previously awarded to them. The expectation is that for the full year 2026, Fee Related Compensation will be decreased by the total amount of additional Performance Compensation awarded for the year in respect of this compensation program. The program, which typically has an impact on individual quarters based on the estimated amounts for the full

 

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year, does not impact Income Before Provision (Benefits) for Taxes and Distributable Earnings for the full year. For the three and six months ended June 30, 2026, Realized Performance Compensation increased by $39.9 million and $68.2 million, respectively, and Fee Related Compensation decreased by $17.5 million and $35.0 million, respectively, which reduced Net Realizations, increased Fee Related Earnings and had a negative impact to Income Before Provision (Benefits) for Taxes and Distributable Earnings in the three and six months ended June 30, 2026. These changes had an impact on individual quarters but did not impact Income Before Provision (Benefits) for Taxes and Distributable Earnings for the year ended December 31, 2025.

Fee Related Earnings

Fee Related Earnings is a performance measure used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Blackstone believes Fee Related Earnings is useful to stockholders as it provides insight into the profitability of the portion of Blackstone’s business that is not dependent on realization activity. Fee Related Earnings equals management and advisory fees (net of management fee reductions and offsets) plus Fee Related Performance Revenues, less (a) Fee Related Compensation on a segment basis and (b) Other Operating Expenses. Fee Related Earnings is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Fee Related Earnings.

Fee Related Compensation is presented on a segment basis and refers to the compensation expense, excluding Equity-Based Compensation, directly related to (a) Management and Advisory Fees, Net and (b) Fee Related Performance Revenues, referred to as Fee Related Performance Compensation.

Fee Related Performance Revenues refers to the realized portion of Performance Revenues from Perpetual Capital that are (a) measured and received on a recurring basis and (b) not dependent on realization events from the underlying investments.

Other Operating Expenses is presented on a segment basis and is equal to General, Administrative and Other Expenses, adjusted to (a) remove transaction-related and non-recurring items that arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses or other charges, if any, (b) remove certain expenses reimbursed by the Blackstone Funds which are netted against Management and Advisory Fees, Net in Blackstone’s segment presentation and (c) give effect to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.

Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization

Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”), is a supplemental measure used to assess performance derived from Blackstone’s segment results and may be used to assess its ability to service its borrowings. Adjusted EBITDA represents Distributable Earnings plus the addition of (a) Interest Expense on a segment basis, (b) Taxes and Related Payables and (c) Depreciation and Amortization. Adjusted EBITDA is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Adjusted EBITDA.

 

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Net Accrued Performance Revenues

Net Accrued Performance Revenues is a non-GAAP financial measure Blackstone believes is useful to stockholders as an indicator of potential future realized performance revenues based on the current investment portfolio of the funds and vehicles we manage. Net Accrued Performance Revenues represents the accrued performance revenues receivable by Blackstone, net of the related accrued performance compensation payable by Blackstone, excluding performance revenues that have been realized but not yet distributed as of the reporting date and clawback amounts, if any. Net Accrued Performance Revenues is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Investments. See “—Non-GAAP Financial Measures” for our reconciliation of Net Accrued Performance Revenues and Note 2. “Summary of Significant Accounting Policies — Equity Method Investments” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” for additional information on the calculation of Investments — Accrued Performance Allocations.

Operating Metrics

The alternative asset management business is primarily based on managing third-party capital and does not require substantial capital investment to support rapid growth. Since our inception, we have developed and used various key operating metrics to assess and monitor the operating performance of our various alternative asset management businesses in order to monitor the effectiveness of our value-creating strategies.

Total and Fee-Earning Assets Under Management

“Total Assets Under Management” refers to the invested and available capital in Blackstone-managed or advised vehicles (including, without limitation, investment funds and SMAs). The Total Assets Under Management attributable to an individual vehicle is dependent on the structure and investment strategy of such vehicle and accordingly, will vary from vehicle to vehicle. Total Assets Under Management generally equals the sum of the following across Blackstone-managed or advised vehicles, as applicable:

 

  (a)

a vehicle’s invested capital at fair value which, as applicable, is measured as (1) total investments measured at fair value, or gross asset values, each of which may include the fair value of investments purchased with leverage under certain credit facilities, (2) net asset value, or (3) amount of debt and equity outstanding or aggregate par amount of assets, including principal cash for CLOs, and

 

  (b)

a vehicle’s available capital, if any, which represents (1) uncalled commitments made by investors and (2) available borrowing capacity under certain credit facilities.

Uncalled commitments represent the capital we are entitled to call from investors pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods. Drawdown funds, perpetual capital vehicles, co-investment vehicles, and SMAs can each be structured with a commitment from an investor that is called over time as opposed to fully funded upon subscription.

Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit. Total Assets Under Management are reported in the segment where the assets are managed.

Our measurement of Total Assets Under Management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel. Our calculation of Total Assets Under Management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. Our definition of Total Assets Under Management differs from the manner in which affiliated investment advisors report regulatory assets under management and may differ from the definition set forth in the agreements governing the vehicles we manage or advise.

 

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“Fee-Earning Assets Under Management” refers to the portion of Total Assets Under Management on which we are entitled to earn management fees and/or performance revenues. The Fee-Earning Assets Under Management attributable to an individual vehicle is driven by the basis on which fees are earned and accordingly, will vary from vehicle to vehicle. Fee-Earning Assets Under Management generally equals the sum of the following across Blackstone-managed or advised vehicles, as applicable: (a) net asset value, (b) committed capital and remaining invested capital during the investment period and post-investment period, respectively, (c) invested capital (including leverage to the extent management fee-eligible), (d) gross asset value, (e) fair value of investments, or (f) the aggregate par amount of collateral assets, including principal cash, of CLOs.

Assets may be raised in one vehicle or business unit and subsequently invested in or managed or advised by another vehicle or business unit. Fee-Earning Assets Under Management are reported in the segment where the Total Assets Under Management are reported to the extent fee-paying to Blackstone.

While Fee-Earning Assets Under Management generally reflects Total Assets Under Management on which we are entitled to earn management fees, Fee-Earning Assets Under Management may also include Total Assets Under Management on which we are entitled to earn only performance revenues. Our calculation of Fee-Earning Assets Under Management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. Our definition of Fee-Earning Assets Under Management may differ from the definition set forth in the agreements governing the vehicles that we manage or advise.

Commitment-based drawdown structured funds generally do not permit investors to redeem their interests at their election. Certain of our open-ended vehicles generally afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually, quarterly or monthly), typically with 2 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. In our perpetual capital vehicles where redemption rights exist, redemption requests are required to be fulfilled only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, (b) to the extent there is sufficient new capital, or (c) where such required redemptions are limited in quantum, such as interval funds or in certain insurance-dedicated vehicles. Investment advisory agreements related to certain SMAs in our Credit & Insurance and Multi-Asset Investing segments, excluding SMAs in our insurance platform, may generally be terminated by an investor on 15 to 95 days’ notice. SMAs in our insurance platform can generally only be terminated for long-term underperformance, cause and certain other limited circumstances, in each case subject to Blackstone’s right to cure.

Perpetual Capital

“Perpetual Capital” refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows or where required redemptions are limited in quantum. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.

In our Perpetual Capital vehicles where redemption rights exist, redemption requests are required to be fulfilled only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, (b) to the extent there is sufficient new capital, or (c) where such required redemptions are limited in quantum, such as interval funds or in certain insurance-dedicated vehicles. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital. We believe this measure is useful to stockholders as it represents capital we manage that has a longer duration and the ability to generate recurring revenues in a different manner than traditional fund structures.

Dry Powder

Dry Powder represents the amount of capital available for investment or reinvestment, including general partner and employee capital, and is an indicator of the capital we have available for future investments. We believe this measure is useful to stockholders as it provides insight into the extent to which capital is available for Blackstone to deploy capital into investment opportunities as they arise.

 

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Invested Performance Eligible Assets Under Management

Invested Performance Eligible Assets Under Management represents invested capital at fair value on which performance revenues could be earned if certain hurdles are met. We believe Invested Performance Eligible Assets Under Management is useful to stockholders as it provides insight into the capital deployed that has the potential to generate performance revenues.

Private Wealth Assets Under Management

“Private Wealth Assets Under Management” refers to the portion of assets under management attributable to the individual investor channel and comprises (a) all Assets Under Management in vehicles or share classes of vehicles, in each case that are primarily targeted to the individual investor channel (including parallel or related vehicles) and (b) Assets Under Management attributable only to individual investors (including through private wealth distribution agreements) in vehicles that are not primarily targeted to the individual investor channel.

Recent Tax Developments

On February 18, 2026, the U.S. Internal Revenue Service (“IRS”) issued guidance which provides for additional adjustments to the calculation of the corporate alternative minimum tax (“CAMT”). Based on the available guidance, Blackstone does not believe such adjustments to the CAMT calculation will materially impact its Provision for Taxes.

Consolidated Results of Operations

Following is a discussion of our consolidated results of operations. For a more detailed discussion of the factors that affected the results of our four business segments (which are presented on a basis that deconsolidates the investment funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships and removes the amortization of intangible assets and Transaction-Related and Non-Recurring Items) in these periods, see “—Segment Analysis” below.

 

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The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the three and six months ended June 30, 2026 and 2025:

 

$                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended            Six Months Ended        
     June 30,   2026 vs. 2025    June 30,   2026 vs. 2025
     2026    2025   $   %    2026    2025   $   %
     (Dollars in Thousands)

Revenues

                   

Management and Advisory Fees, Net

   $ 2,266,006      $ 2,035,495     $ 230,511       11%      $ 4,414,626      $ 3,939,812     $ 474,814       12%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Incentive Fees

     159,080        195,414       (36,334     -19%        324,499        387,239       (62,740     -16%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Investment Income

                   

Performance Allocations

                   

Realized

     1,365,175        829,820       535,355       65%        2,468,348        1,391,870       1,076,478       77%  

Unrealized

     587,140        313,283       273,857       87%        870,592        576,484       294,108       51%  

Principal Investments

                   

Realized

     105,585        97,171       8,414       9%        248,605        282,713       (34,108     -12%  

Unrealized

     414,821        365,391       49,430       14%        29,819        524,104       (494,285     -94%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Investment Income (Loss)

     2,472,721        1,605,665       867,056       54%        3,617,364        2,775,171       842,193       30%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Interest and Dividend Revenue

     134,224        100,389       33,835       34%        242,164        197,809       44,355       22%  

Other

     11,947        (225,063     237,010       n/m        62,920        (298,673     361,593       n/m  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

     5,043,978        3,711,900       1,332,078       36%        8,661,573        7,001,358       1,660,215       24%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Expenses

                   

Compensation and Benefits

                   

Compensation

     963,026        870,358       92,668       11%        2,129,923        1,899,720       230,203       12%  

Incentive Fee Compensation

     49,716        67,363       (17,647     -26%        104,084        124,392       (20,308     -16%  

Performance Allocations Compensation

                   

Realized

     565,264        331,191       234,073       71%        998,713        573,081       425,632       74%  

Unrealized

     236,129        152,618       83,511       55%        325,830        256,177       69,653       27%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Compensation and Benefits

     1,814,135        1,421,530       392,605       28%        3,558,550        2,853,370       705,180       25%  

General, Administrative and Other

     409,110        360,817       48,293       13%        781,931        693,190       88,741       13%  

Interest Expense

     145,023        135,822       9,201       7%        282,076        253,937       28,139       11%  

Fund Expenses

     7,344        14,434       (7,090     -49%        15,348        26,538       (11,190     -42%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

     2,375,612        1,932,603       443,009       23%        4,637,905        3,827,035       810,870       21%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Other Income

                   

Net Gains from Fund Investment Activities

     140,086        136,330       3,756       3%        239,841        193,905       45,936       24%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Other Income

     140,086        136,330       3,756       3%        239,841        193,905       45,936       24%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Income Before Provision for Taxes

     2,808,452        1,915,627       892,825       47%        4,263,509        3,368,228       895,281       27%  

Provision for Taxes

     452,386        289,494       162,892       56%        649,536        533,321       116,215       22%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Net Income

     2,356,066        1,626,133       729,933       45%        3,613,973        2,834,907       779,066       27%  

Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities

     5,154        18,209       (13,055     -72%        26,164        26,109       55       —   

Net Income Attributable to Non-Controlling Interests in Consolidated Entities

     175,649        240,836       (65,187     -27%        293,016        341,383       (48,367     -14%  

Net Income Attributable to Non-Controlling Interests in Blackstone Holdings

     946,074        602,844       343,230       57%        1,415,875        1,088,319       327,556       30%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Blackstone Inc.

   $ 1,229,189      $ 764,244     $ 464,945       61%      $ 1,878,918      $ 1,379,096     $ 499,822       36%  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

n/m  Not meaningful.

 

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Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Revenues

Revenues were $5.0 billion for the three months ended June 30, 2026, an increase of $1.3 billion compared to $3.7 billion for the three months ended June 30, 2025. The increase in Revenues was primarily attributable to increases of $867.1 million in Investment Income, $237.0 million in Other Revenue and $230.5 million in Management and Advisory Fees, Net.

Investment Income was $2.5 billion for the three months ended June 30, 2026, an increase of $867.1 million, compared to $1.6 billion for the three months ended June 30, 2025. The increase in Investment Income was attributable to increases of $543.8 million in Realized Investment Income and of $323.3 million in Unrealized Investment Income.

The $543.8 million increase in Realized Investment Income was primarily attributable to higher realized gains in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The principal driver was:

 

   

An increase of $324.7 million in our Real Estate segment primarily attributable to higher realized gains in BREP and Core+ real estate funds in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The $323.3 million increase in Unrealized Investment Income was primarily attributable to lower unrealized depreciation in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The principal driver was:

 

   

An increase of $450.4 million in our Real Estate segment primarily attributable to unrealized appreciation of investments in certain BREP and Core+ real estate funds in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Other Revenue was $11.9 million for the three months ended June 30, 2026, an increase of $237.0 million, compared to $(225.1) million for the three months ended June 30, 2025. The increase in Other Revenue was primarily attributable to foreign exchange gains arising on transactions denominated in currencies other than U.S. dollars.

Management and Advisory Fees, Net were $2.3 billion for the three months ended June 30, 2026, an increase of $230.5 million, compared to $2.0 billion for the three months ended June 30, 2025. The increase in Management and Advisory Fees, Net was primarily attributable to increases in our Credit & Insurance segment of $102.1 million and in our Private Equity segment of $88.3 million. The increase in our Credit & Insurance segment was primarily attributable to increased Transaction, Advisory and Other Fees, Net due to capital markets advisory revenues. The increase in our Private Equity segment was primarily attributable to an increase in Base Management Fees due to increased Fee-Earning Assets Under Management in BXPE, BIP and BXINFRA.

Expenses

Expenses were $2.4 billion for the three months ended June 30, 2026, an increase of $443.0 million, compared to $1.9 billion for the three months ended June 30, 2025. The increase was primarily attributable to an increase of $392.6 million in Total Compensation and Benefits, of which $317.6 million was an increase in Performance Allocations Compensation. The increase in Performance Allocations Compensation was primarily attributable to an increase in Performance Allocations, on which a portion of Performance Allocations Compensation is based.

 

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Other Income

Other Income was $140.1 million for the three months ended June 30, 2026, an increase of $3.8 million, compared to $136.3 million for the three months ended June 30, 2025. The increase in Other Income was attributable to an increase of $3.8 million in Net Gains from Fund Investment Activities. The increase in Net Gains from Fund Investment Activities was primarily attributable to an increase of $50.8 million in our Private Equity segment, partially offset by decreases of $21.6 million in our Real Estate segment and $14.1 million in our Multi-Asset Investing segment.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Revenues

Revenues were $8.7 billion for the six months ended June 30, 2026, an increase of $1.7 billion, compared to $7.0 billion for the six months ended June 30, 2025. The increase in Revenues was primarily attributable to increases of $842.2 million in Investment Income and of $474.8 million in Management and Advisory Fees, Net.

Investment Income was $3.6 billion for the six months ended June 30, 2026, an increase of $842.2 million compared to $2.8 billion for the six months ended June 30, 2025. The increase in Investment Income was primarily attributable to an increase of $1.0 billion in Realized Investment Income, partially offset by a decrease of $200.2 million in Unrealized Investment Income.

The $1.0 billion increase in Realized Investment Income was primarily attributable to higher realized gains in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The principal drivers were:

 

   

An increase of $719.9 million in our Private Equity segment primarily attributable to realizations in Corporate Private Equity, as well as higher performance revenues in BXPE.

The $200.2 million decrease in Unrealized Investment Income was primarily attributable to lower unrealized gains in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The principal drivers were:

 

   

A decrease of $507.8 million in our Credit & Insurance segment primarily attributable to lower unrealized appreciation of Corebridge common stock in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

 

   

A decrease of $206.2 million in our Private Equity segment primarily attributable to lower unrealized appreciation of investments in Strategic Partners and lower unrealized performance revenues in Tactical Opportunities as a result of increased realized performance revenues, partially offset by unrealized appreciation of investments in BIP.

 

   

Partially offset by an increase of $529.1 million in our Real Estate segment primarily attributable to unrealized appreciation of investments in certain BREP and Core+ real estate funds in the six months ended June 30, 2026 compared to unrealized depreciation of investments in six months ended June 30, 2025.

 

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The $474.8 million increase in Management and Advisory Fees, Net was primarily attributable to an increase in our Private Equity segment of $268.4 million. The increase in our Private Equity segment was primarily attributable to an increase in Base Management Fees due to increased Fee-Earning Assets Under Management in BXPE and BIP, as well as an increase in Transaction, Advisory and Other Fees, Net due to increased volume of deal activity in BXCM.

Expenses

Expenses were $4.6 billion for the six months ended June 30, 2026, an increase of $810.9 million, compared to $3.8 billion for the six months ended June 30, 2025. The increase was primarily attributable to an increase of $705.2 million in Total Compensation and Benefits, of which $495.3 million was an increase in Performance Allocations Compensation. The increase in Performance Allocations Compensation was primarily attributable to an increase in Performance Allocations, on which a portion of Performance Allocations Compensation is based.

Other Income

Other Income was $239.8 million for the six months ended June 30, 2026, an increase of $45.9 million, compared to $193.9 million for the six months ended June 30, 2025. The increase in Other Income was attributable to an increase of $45.9 million in Net Gains from Fund Investment Activities. The increase in Net Gains from Fund Investment Activities was primarily attributable to an increase of $111.1 million in our Private Equity segment, partially offset by decreases of $34.4 million in our Multi-Asset Investing segment and $19.1 million in our Real Estate segment.

Provision for Taxes

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Blackstone’s Provision for Taxes for the three months ended June 30, 2026 was $452.4 million, an increase of $162.9 million, compared to $289.5 million for the three months ended June 30, 2025. This resulted in an effective tax rate of 16.1% and 15.1%, based on our Income Before Provision for Taxes of $2.8 billion and $1.9 billion for the three months ended June 30, 2026 and 2025, respectively.

The increase in Blackstone’s effective tax rate for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, relates primarily to the impact of Non-Controlling Interests in Consolidated Entities.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Blackstone’s Provision for Taxes for the six months ended June 30, 2026 was $649.5 million, an increase of $116.2 million, compared to $533.3 million for the six months ended June 30, 2025. This resulted in an effective tax rate of 15.2% and 15.8%, based on our Income Before Provision for Taxes of $4.3 billion and $3.4 billion for the six months ended June 30, 2026 and 2025, respectively.

The decrease in Blackstone’s effective tax rate for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, relates primarily to Blackstone’s state tax provisions for the jurisdictions in which it operates, partially offset by the impact of Non-Controlling interests in Consolidated Entities.

Additional information regarding our income taxes can be found in Note 12. “Income Taxes” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

 

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Non-Controlling Interests in Consolidated Entities

The Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income Attributable to Non-Controlling Interests in Consolidated Entities is attributable to the consolidated Blackstone Funds. The amounts of these items vary directly with the performance of the consolidated Blackstone funds and largely eliminate the amount of Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities from the Net Income Attributable to Blackstone Inc.

Net Income Attributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision for Taxes at the Blackstone Holdings level, excluding the Net Gains (Losses) from Fund Investment Activities and is based on the percentage allocation of the income between Blackstone personnel and others who are limited partners of Blackstone Holdings and Blackstone after considering any contractual arrangements that govern the allocation of income such as fees allocable to Blackstone.

For the three months ended June 30, 2026 and 2025, the Net Income Before Taxes allocated to Blackstone personnel and other limited partners of Blackstone Holdings was 37.1% and 37.7%, respectively. For the six months ended June 30, 2026 and 2025, the Net Income Before Taxes allocated to Blackstone personnel and other limited partners of Blackstone Holdings was 37.2% and 37.9%, respectively. The respective decreases of 0.6% and 0.7% were primarily attributable to the conversion of Blackstone Holdings Partnership Units to shares of common stock and the vesting of shares of common stock.

Operating Metrics

Total and Fee-Earning Assets Under Management

The following graphs and tables summarize the Total Assets Under Management by Segment and Fee-Earning Assets Under Management by Segment, followed by a rollforward of activity for the three and six months ended June 30, 2026 and 2025. For a description of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see “—Key Financial Measures and Indicators — Operating Metrics — Total and Fee-Earning Assets Under Management.”

 

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Note: Totals may not add due to rounding.

 

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$                      $                      $                      $                      $                      $                      $                      $                      $                      $                     
     Three Months Ended
     June 30, 2026   June 30, 2025
     Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total   Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total
     (Dollars in Thousands)

Total Assets Under Management

                    

Balance, Beginning of Period

   $ 315,284,316     $ 429,909,808     $ 457,462,151     $ 101,361,359     $ 1,304,017,634     $ 319,988,734     $ 370,989,871     $ 388,720,401     $ 87,762,904     $ 1,167,461,910  

Inflows (a)

     8,192,794       24,519,793       31,011,510       4,575,944       68,300,041       7,222,446       15,323,222       26,818,000       2,713,566       52,077,234  

Outflows (b)

     (2,156,644     (1,457,761     (7,626,498     (2,297,780     (13,538,683     (1,883,281     (1,804,870     (5,287,139     (1,796,301     (10,771,591
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Inflows

     6,036,150       23,062,032       23,385,012       2,278,164       54,761,358       5,339,165       13,518,352       21,530,861       917,265       41,305,643  

Realizations (c)

     (6,615,294     (11,023,147     (13,494,781     (710,043     (31,843,265     (5,249,171     (7,316,081     (9,962,065     (825,058     (23,352,375

Market Activity (d)(g)

     (555,375     12,203,627       1,965,058       5,714,798       19,328,108       4,915,997       11,715,100       7,006,975       2,154,091       25,792,163  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, End of Period (e)

   $ 314,149,797     $ 454,152,320     $ 469,317,440     $ 108,644,278     $ 1,346,263,835     $ 324,994,725     $ 388,907,242     $ 407,296,172     $ 90,009,202     $ 1,211,207,341  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

   $ (1,134,519   $ 24,242,512     $ 11,855,289     $ 7,282,919     $ 42,246,201     $ 5,005,991     $ 17,917,371     $ 18,575,771     $ 2,246,298     $ 43,745,431  

Increase (Decrease)

     0     6     3     7     3     2     5     5     3     4

 

$                      $                      $                      $                      $                      $                      $                      $                      $                      $                     
     Six Months Ended
     June 30, 2026   June 30, 2025
     Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total   Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total
     (Dollars in Thousands)

Total Assets Under Management

                    

Balance, Beginning of Period

   $ 319,342,875     $ 416,423,156     $ 442,951,606     $ 96,213,597     $ 1,274,931,234     $ 315,353,132     $ 352,168,635     $ 375,507,818     $ 84,150,411     $ 1,127,179,996  

Inflows (a)

     14,969,507       44,872,883       68,030,495       8,968,475       136,841,360       13,398,076       37,007,746       57,167,112       6,138,984       113,711,918  

Outflows (b)

     (5,001,796     (3,606,942     (16,976,185     (3,836,412     (29,421,335     (4,559,583     (5,242,894     (11,913,342     (2,919,861     (24,635,680
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Inflows

     9,967,711       41,265,941       51,054,310       5,132,063       107,420,025       8,838,493       31,764,852       45,253,770       3,219,123       89,076,238  

Realizations (c)

     (13,654,328     (25,587,151     (27,161,677     (1,348,420     (67,751,576     (9,555,186     (13,783,306     (23,849,608     (1,649,886     (48,837,986

Market Activity (d)(h)

     (1,506,461     22,050,374       2,473,201       8,647,038       31,664,152       10,358,286       18,757,061       10,384,192       4,289,554       43,789,093  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, End of Period (e)

   $ 314,149,797     $ 454,152,320     $ 469,317,440     $ 108,644,278     $ 1,346,263,835     $ 324,994,725     $ 388,907,242     $ 407,296,172     $ 90,009,202     $ 1,211,207,341  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

   $ (5,193,078   $ 37,729,164     $ 26,365,834     $ 12,430,681     $ 71,332,601     $ 9,641,593     $ 36,738,607     $ 31,788,354     $ 5,858,791     $ 84,027,345  

Increase (Decrease)

     -2     9     6     13     6     3     10     8     7     7

 

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$                      $                      $                      $                      $                      $                      $                      $                      $                      $                     
     Three Months Ended
     June 30, 2026   June 30, 2025
     Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total   Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total
     (Dollars in Thousands)

Fee-Earning Assets Under Management

                    

Balance, Beginning of Period

   $ 277,502,688     $ 255,840,774     $ 313,255,195     $ 90,997,797     $ 937,596,454     $ 282,060,486     $ 226,219,392     $ 274,120,326     $ 77,669,746     $ 860,069,950  

Inflows (a)

     6,090,322       15,363,029       17,225,406       4,612,628       43,291,385       7,587,147       7,550,495       23,817,071       2,944,815       41,899,528  

Outflows (b)

     (1,105,766     (4,116,572     (5,256,355     (2,122,321     (12,601,014     (1,712,885     (804,533     (5,872,807     (1,689,485     (10,079,710
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Inflows

     4,984,556       11,246,457       11,969,051       2,490,307       30,690,371       5,874,262       6,745,962       17,944,264       1,255,330       31,819,818  

Realizations (c)

     (4,473,568     (4,558,846     (8,037,385     (677,049     (17,746,848     (5,405,545     (3,288,907     (7,006,088     (782,279     (16,482,819

Market Activity (d)(i)

     (593,256     5,289,475       1,053,833       5,302,625       11,052,677       3,297,473       2,483,762       3,872,734       2,053,287       11,707,256  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, End of Period (e)

   $ 277,420,420     $ 267,817,860     $ 318,240,694     $ 98,113,680     $   961,592,654     $ 285,826,676     $ 232,160,209     $ 288,931,236     $ 80,196,084     $   887,114,205  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

   $ (82,268   $ 11,977,086     $ 4,985,499     $ 7,115,883     $ 23,996,200     $ 3,766,190     $ 5,940,817     $ 14,810,910     $ 2,526,338     $ 27,044,255  

Increase (Decrease)

     0     5     2     8     3     1     3     5     3     3

 

$                      $                      $                      $                      $                      $                      $                      $                      $                      $                     
     Six Months Ended
     June 30, 2026   June 30, 2025
     Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total   Real Estate   Private
Equity
  Credit &
Insurance
  Multi-Asset
Investing
  Total
     (Dollars in Thousands)

Fee-Earning Assets Under Management

                    

Balance, Beginning of Period

   $ 279,427,148     $ 240,959,058     $ 315,640,583     $ 85,647,665     $   921,674,454     $ 278,914,938     $ 212,182,896     $ 264,617,560     $ 74,993,209     $   830,708,603  

Inflows (a)

     11,488,305       34,710,962       31,937,151       9,311,602       87,448,020       13,559,679       22,902,066       44,220,903       5,375,389       86,058,037  

Outflows (b)

     (2,853,179     (8,806,792     (13,185,260     (3,603,794     (28,449,025     (4,309,189     (2,473,791     (10,802,441     (2,725,809     (20,311,230
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Inflows

     8,635,126       25,904,170       18,751,891       5,707,808       58,998,995       9,250,490       20,428,275       33,418,462       2,649,580       65,746,807  

Realizations (c)

     (9,712,277     (9,387,367     (17,226,285     (1,289,669     (37,615,598     (9,222,193     (6,103,494     (14,857,276     (1,475,344     (31,658,307

Market Activity (d)(j)

     (929,577     10,341,999       1,074,505       8,047,876       18,534,803       6,883,441       5,652,532       5,752,490       4,028,639       22,317,102  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, End of Period (e)

   $ 277,420,420     $ 267,817,860     $ 318,240,694     $ 98,113,680     $ 961,592,654     $ 285,826,676     $ 232,160,209     $ 288,931,236     $ 80,196,084     $ 887,114,205  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

   $ (2,006,728   $ 26,858,802     $ 2,600,111     $ 12,466,015     $ 39,918,200     $ 6,911,738     $ 19,977,313     $ 24,313,676     $ 5,202,875     $ 56,405,602  

Increase (Decrease)

     -1     11     1     15     4     2     9     9     7     7

Annualized Base Management Fee Rate (f)

     0.91     1.05     0.64     0.66     0.83     0.95     1.06     0.66     0.65     0.86

 

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(a)

Inflows include contributions, capital raised, other increases in available capital (recallable capital and increased side-by-side commitments), purchases, inter-segment allocations and acquisitions.

(b)

Outflows represent redemptions, client withdrawals and decreases in available capital (expired capital, expense drawdowns and decreased side-by-side commitments).

(c)

Realizations represent realization proceeds from the disposition or other monetization of assets, current income or capital returned to investors from CLOs.

(d)

Market Activity includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations.

(e)

Total and Fee-Earning Assets Under Management are reported in the segment where the assets are managed.

(f)

Annualized Base Management Fee Rate represents annualized year to date Base Management Fee divided by the average of the beginning of year and each quarter end’s Fee-Earning Assets Under Management in the reporting period.

(g)

For the three months ended June 30, 2026, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $(637.6) million, $(191.8) million, $(326.5) million, $(153.7) million and $(1.3) billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the three months ended June 30, 2025, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $6.0 billion, $2.4 billion, $2.4 billion, $132.0 million and $11.0 billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively.

(h)

For the six months ended June 30, 2026, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $(1.9) billion, $(868.7) million, $(273.1) million, $(58.4) million and $(3.1) billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the six months ended June 30, 2025, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $8.9 billion, $3.7 billion, $2.7 billion, $287.7 million and $15.6 billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively.

(i)

For the three months ended June 30, 2026, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $(460.4) million, $(56.8) million, $(278.9) million, $(153.4) million and $(949.5) million for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the three months ended June 30, 2025, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $4.4 billion, $422.9 million, $2.3 billion, $134.5 million and $7.3 billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively.

(j)

For the six months ended June 30, 2026, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $(1.3) billion, $(127.3) million, $(223.9) million, $(58.4) million and $(1.7) billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the six months ended June 30, 2025, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $6.4 billion, $590.1 million, $2.7 billion, $288.7 million and $10.0 billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively.

Total Assets Under Management and Fee-Earning Assets Under Management may have differences in the measurement and timing of certain activities that affect each of inflows, outflows, realizations and market activity. These differences include, but are not limited to:

 

   

For commitment-based drawdown funds, Total Assets Under Management inflows are generally reported at each fund closing whereas Fee-Earning Assets Under Management inflows are generally reported when a fund’s investment period commences. Fund closings and the investment period commencement generally occur in different periods and as such, Fee-Earning Assets Under Management inflows in such funds may exceed Total Assets Under Management inflows in the period when the investment period commences. Upon expiration of the investment period, Fee-Earning

 

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Assets Under Management outflows may exceed Total Assets Under Management outflows due to Fee-Earning Assets Under Management generally including invested capital subsequent to the investment period compared to committed capital during the investment period. This is most prevalent in our Real Estate and Private Equity segments.

 

   

For commitment-based drawdown funds, Total Assets Under Management realizations generally represents the total proceeds whereas Fee-Earning Assets Under Management generally represents only the invested capital. As such, Total Assets Under Management realizations typically exceeds Fee-Earning Assets Under Management realizations. This is most prevalent in our Real Estate and Private Equity segments.

 

   

For commitment-based drawdown funds, Total Assets Under Management is reported based on invested capital at fair value and available capital whereas Fee-Earning Assets Under Management is generally reported based on committed or remaining invested capital. As such, Total Assets Under Management market activity generally exceeds Fee-Earning Assets Under Management market activity. This is most prevalent in our Real Estate and Private Equity segments.

 

   

For certain credit funds, Total Assets Under Management are based on gross asset value while Fee-Earning Assets Under Management are based on net asset value. As such, Total Assets Under Management inflows, outflows, realizations and market activity for the period generally exceed the Fee-Earning Assets Under Management inflows, outflows, realizations and market activity for the period.

Total Assets Under Management

Total Assets Under Management were $1,346.3 billion at June 30, 2026, an increase of $42.2 billion compared to $1,304.0 billion at March 31, 2026. The net increase was due to:

 

   

In our Real Estate segment, a decrease of $1.1 billion from $315.3 billion at March 31, 2026 to $314.1 billion at June 30, 2026. The net decrease was due to realizations of $6.6 billion, outflows of $2.2 billion and market depreciation of $555.4 million, partially offset by inflows of $8.2 billion.

 

     

Realizations were driven by $2.7 billion from BREP, $1.9 billion from BREDS and $1.4 billion from BREIT.

 

     

Outflows were driven by $853.8 million from BREIT and $818.4 million from BREDS.

 

     

Market depreciation was driven by $2.3 billion from BPP and co-investment, partially offset by market appreciation of $1.7 billion from BREIT.

 

     

Inflows were driven by $2.3 billion from BREIT, $2.1 billion from BREDS, $2.0 billion from BXDC and $1.3 billion from BREP.

 

   

In our Private Equity segment, an increase of $24.2 billion from $429.9 billion at March 31, 2026 to $454.2 billion at June 30, 2026. The net increase was due to inflows of $24.5 billion and market appreciation of $12.2 billion, partially offset by realizations of $11.0 billion and outflows of $1.5 billion.

 

     

Inflows were driven by $11.0 billion from Corporate Private Equity, $5.7 billion from Secondaries, $4.0 billion from BXPE, $2.8 billion from Infrastructure and $890.8 million from Tactical Opportunities.

 

     

Market appreciation was driven by $4.7 billion from Infrastructure, $3.4 billion from Corporate Private Equity, $1.8 billion from BXPE and $1.2 billion from Secondaries.

 

     

Realizations were driven by $5.2 billion from Corporate Private Equity, $2.6 billion from Secondaries, $1.4 billion from Infrastructure and $1.2 billion from Tactical Opportunities.

 

     

Outflows were driven by $359.4 million from Secondaries and $240.0 million from BXPE.

 

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In our Credit & Insurance segment, an increase of $11.9 billion from $457.5 billion at March 31, 2026 to $469.3 billion at June 30, 2026. The net increase was due to inflows of $31.0 billion and market appreciation of $2.0 billion, partially offset by realizations of $13.5 billion and outflows of $7.6 billion.

 

     

Inflows were driven by $14.7 billion from private corporate credit, $9.9 billion from infrastructure and asset based credit, $3.5 billion from the insurance platform and $2.9 billion from liquid corporate credit.

 

     

Market appreciation was driven by $786.7 million from liquid corporate credit and $719.8 million from infrastructure and asset based credit.

 

     

Realizations were driven by $7.7 billion from private corporate credit and $4.8 billion from infrastructure and asset based credit.

 

     

Outflows were driven by $5.3 billion from private corporate credit and $1.7 billion from liquid corporate credit.

 

   

In our Multi-Asset Investing segment, an increase of $7.3 billion from $101.4 billion at March 31, 2026 to $108.6 billion at June 30, 2026. The net increase was due to market appreciation of $5.7 billion and inflows of $4.6 billion, offset by outflows of $2.3 billion and realizations of $710.0 million.

 

     

Market appreciation was driven by $3.4 billion from Absolute Return and $1.3 billion from Total Portfolio Management.

 

     

Inflows were driven by $2.3 billion from Total Portfolio Management and $1.5 billion from Absolute Return.

 

     

Outflows were driven by $1.8 billion from Absolute Return.

 

     

Realizations were driven by $341.5 million from Multi-Strategy.

Total Assets Under Management were $1,346.3 billion at June 30, 2026, an increase of $71.3 billion compared to $1,274.9 billion at December 31, 2025. The net increase was due to:

 

   

In our Real Estate segment, a decrease of $5.2 billion from $319.3 billion at December 31, 2025 to $314.1 billion at June 30, 2026. The net decrease was due to realizations of $13.7 billion, outflows of $5.0 billion and market depreciation of $1.5 billion, partially offset by inflows of $15.0 billion.

 

     

Realizations were driven by $4.9 billion from BREP, $4.7 billion from BREDS, $2.8 billion from BREIT and $1.1 billion from BPP and co-investment.

 

     

Outflows were driven by $2.1 billion from BREIT and $1.3 billion from BREP.

 

     

Market depreciation was driven by $3.4 billion from BPP and co-investment and $1.2 billion from BREP (which included $1.0 billion of foreign exchange depreciation), partially offset by market appreciation of $2.7 billion from BREIT.

 

     

Inflows were driven by $5.5 billion from BREDS, $4.6 billion from BREIT, $2.0 billion from BXDC and $1.7 billion from BREP.

 

   

In our Private Equity segment, an increase of $37.7 billion from $416.4 billion at December 31, 2025 to $454.2 billion at June 30, 2026. The net increase was due to inflows of $44.9 billion and market appreciation of $22.1 billion, partially offset by realizations of $25.6 billion and outflows of $3.6 billion.

 

     

Inflows were driven by $14.4 billion from Corporate Private Equity, $14.1 billion from Secondaries, $6.6 billion from BXPE, $5.5 billion from Infrastructure, $2.3 billion from BXLS and $1.5 billion from Tactical Opportunities.

 

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Market appreciation was driven by $9.4 billion from Infrastructure, $5.7 billion from Corporate Private Equity, $2.8 billion from BXPE, $1.7 billion from Secondaries and $1.3 billion from Tactical Opportunities.

 

     

Realizations were driven by $13.7 billion from Corporate Private Equity, $4.7 billion from Secondaries, $4.1 billion from Tactical Opportunities and $1.9 billion from Infrastructure.

 

     

Outflows were driven by $1.1 billion from Corporate Private Equity and $898.0 million from Secondaries.

 

   

In our Credit & Insurance segment, an increase of $26.4 billion from $443.0 billion at December 31, 2025 to $469.3 billion at June 30, 2026. The net increase was due to inflows of $68.0 billion and market appreciation of $2.5 billion, partially offset by realizations of $27.2 billion and outflows of $17.0 billion.

 

     

Inflows were driven by $36.2 billion from private corporate credit, $20.8 billion from infrastructure and asset based credit and $9.7 billion from liquid corporate credit.

 

     

Market appreciation was driven by $1.8 billion from infrastructure and asset based credit.

 

     

Realizations were driven by $14.9 billion from private corporate credit, $9.7 billion from infrastructure and asset based credit and $2.4 billion from liquid corporate credit.

 

     

Outflows were driven by $11.0 billion from private corporate credit and $4.8 billion from liquid corporate credit.

 

   

In our Multi-Asset Investing segment, an increase of $12.4 billion from $96.2 billion at December 31, 2025 to $108.6 billion at June 30, 2026. The net increase was due to inflows of $9.0 billion and market appreciation of $8.6 billion, offset by outflows of $3.8 billion and realizations of $1.3 billion.

 

     

Inflows were driven by $4.2 billion from Absolute Return, $3.0 billion from Total Portfolio Management and $1.6 billion from Multi-Strategy.

 

     

Market appreciation was driven by $4.3 billion from Absolute Return, $1.7 billion from Public Real Assets, $1.6 billion from Total Portfolio Management and $1.1 billion from Multi-Strategy.

 

     

Outflows were driven by $2.9 billion from Absolute Return.

 

     

Realizations were driven by $744.3 million from Multi-Strategy.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $961.6 billion at June 30, 2026, an increase of $24.0 billion compared to $937.6 billion at March 31, 2026. The net increase was due to:

 

   

In our Real Estate segment, a decrease of $82.3 million from $277.5 billion at March 31, 2026 to $277.4 billion at June 30, 2026. The net decrease was due to realizations of $4.5 billion, outflows of $1.1 billion and market depreciation of $593.3 million, partially offset by inflows of $6.1 billion.

 

     

Realizations were driven by $1.8 billion from BREDS, $1.4 billion from BREIT and $675.0 million from BREP.

 

     

Outflows were driven by $853.8 million from BREIT and $184.0 million from BPP and co-investment.

 

     

Market depreciation was driven by $2.3 billion from BPP and co-investment, partially offset by market appreciation of $1.7 billion from BREIT.

 

     

Inflows were driven by $2.2 billion from BREIT, $2.0 billion from BXDC and $609.8 million from BPP and co-investment.

 

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In our Private Equity segment, an increase of $12.0 billion from $255.8 billion at March 31, 2026 to $267.8 billion at June 30, 2026. The net increase was due to inflows of $15.4 billion and market appreciation of $5.3 billion, partially offset by realizations of $4.6 billion and outflows of $4.1 billion.

 

     

Inflows were driven by $6.1 billion from Corporate Private Equity, $4.0 billion from BXPE, $2.5 billion from Infrastructure and $2.3 billion from Secondaries.

 

     

Market appreciation was driven by $3.7 billion from Infrastructure and $1.8 billion from BXPE.

 

     

Realizations were driven by $1.4 billion from Corporate Private Equity, $1.2 billion from Infrastructure and $803.4 million from Secondaries.

 

     

Outflows were driven by $3.2 billion from Corporate Private Equity.

 

   

In our Credit & Insurance segment, an increase of $5.0 billion from $313.3 billion at March 31, 2026 to $318.2 billion at June 30, 2026. The net increase was due to inflows of $17.2 billion and market appreciation of $1.1 billion, partially offset by realizations of $8.0 billion and outflows of $5.3 billion.

 

     

Inflows were driven by $6.2 billion from infrastructure and asset based credit, $4.1 billion from private corporate credit, $4.1 billion from the insurance platform and $2.7 billion from liquid corporate credit.

 

     

Market appreciation was driven by $542.2 million from infrastructure and asset based credit.

 

     

Realizations were driven by $4.4 billion from infrastructure and asset based credit and $2.7 billion from private corporate credit.

 

     

Outflows were driven by $3.1 billion from private corporate credit and $1.6 billion from liquid corporate credit.

 

   

In our Multi-Asset Investing segment, an increase of $7.1 billion from $91.0 billion at March 31, 2026 to $98.1 billion at June 30, 2026. The net increase was due to market appreciation of $5.3 billion and inflows of $4.6 billion, offset by outflows of $2.1 billion and realizations of $677.1 million.

 

     

Market appreciation was driven by $3.2 billion from Absolute Return, $1.1 billion from Total Portfolio Management and $850.0 million from Multi-Strategy.

 

     

Inflows were driven by $2.3 billion from Total Portfolio Management, $1.4 billion from Absolute Return and $857.1 million from Multi-Strategy.

 

     

Outflows were driven by $1.7 billion from Absolute Return.

 

     

Realizations were driven by $337.8 million from Multi-Strategy.

Fee-Earning Assets Under Management were $961.6 billion at June 30, 2026, an increase of $39.9 billion compared to $921.7 billion at December 31, 2025. The net increase was due to:

 

   

In our Real Estate segment, a decrease of $2.0 billion from $279.4 billion at December 31, 2025 to $277.4 billion at June 30, 2026. The net decrease was due to realizations of $9.7 billion, outflows of $2.9 billion and market depreciation of $929.6 million, partially offset by inflows of $11.5 billion.

 

     

Realizations were driven by $2.9 billion from BREDS, $2.8 billion from BREIT and $2.7 billion from BREP.

 

     

Outflows were driven by $2.1 billion from BREIT and $591.7 million from BPP and co-investment.

 

     

Market depreciation was driven by $3.4 billion from BPP and co-investment, partially offset by market appreciation of $2.7 billion from BREIT.

 

     

Inflows were driven by $4.5 billion from BREIT, $2.7 billion from BREDS and $2.0 billion from BXDC.

 

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In our Private Equity segment, an increase of $26.9 billion from $241.0 billion at December 31, 2025 to $267.8 billion at June 30, 2026. The net increase was due to inflows of $34.7 billion and market appreciation of $10.3 billion, partially offset by realizations of $9.4 billion and outflows of $8.8 billion.

 

     

Inflows were driven by $10.6 billion from Secondaries, $8.9 billion from Corporate Private Equity, $6.6 billion from BXPE, $4.1 billion from Infrastructure, $2.3 billion from BXLS and $1.9 billion from Tactical Opportunities.

 

     

Market appreciation was driven by $7.8 billion from Infrastructure and $2.8 billion from BXPE.

 

     

Realizations were driven by $3.8 billion from Corporate Private Equity, $1.6 billion from Infrastructure, $1.5 billion from Secondaries and $1.4 billion from Tactical Opportunities.

 

     

Outflows were driven by $6.4 billion from Corporate Private Equity.

 

   

In our Credit & Insurance segment, an increase of $2.6 billion from $315.6 billion at December 31, 2025 to $318.2 billion at June 30, 2026. The net increase was due to inflows of $31.9 billion and market appreciation of $1.1 billion, partially offset by realizations of $17.2 billion and outflows of $13.2 billion.

 

     

Inflows were driven by $12.1 billion from infrastructure and asset based credit, $9.2 billion from private corporate credit and $8.8 billion from liquid corporate credit.

 

     

Market appreciation was driven by $1.4 billion from infrastructure and asset based credit, partially offset by market depreciation of $365.0 million from liquid corporate credit.

 

     

Realizations were driven by $9.0 billion from infrastructure and asset based credit, $5.7 billion from private corporate credit and $2.4 billion from liquid corporate credit.

 

     

Outflows were driven by $7.0 billion from private corporate credit and $4.6 billion from liquid corporate credit.

 

   

In our Multi-Asset Investing segment, an increase of $12.5 billion from $85.6 billion at December 31, 2025 to $98.1 billion at June 30, 2026. The net increase was due to inflows of $9.3 billion and market appreciation of $8.0 billion, offset by outflows of $3.6 billion and realizations of $1.3 billion.

 

     

Inflows were driven by $4.5 billion from Absolute Return, $3.0 billion from Total Portfolio Management and $1.7 billion from Multi-Strategy.

 

     

Market appreciation was driven by $4.0 billion from Absolute Return, $1.5 billion from Public Real Assets, $1.5 billion from Total Portfolio Management and $1.0 billion from Multi-Strategy.

 

     

Outflows were driven by $2.8 billion from Absolute Return.

 

     

Realizations were driven by $727.2 million from Multi-Strategy.

 

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Dry Powder

The following presents our Dry Powder as of quarter end of each period:

 

LOGO

 

 
Note:

Totals may not add due to rounding.

 

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Net Accrued Performance Revenues

The following table presents the Accrued Performance Revenues, net of performance compensation, of the Blackstone Funds as of June 30, 2026 and 2025. Net Accrued Performance Revenues presented do not include clawback amounts, if any, which are disclosed in Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)” in the “Notes to Condensed Consolidated Financial Statements” in
“—Item 1. Financial Statements” of this filing. See “—Non-GAAP Financial Measures” for our reconciliation of Net Accrued Performance Revenues.

 

$                          $                         
     June 30,  
     2026      2025  
     (Dollars in Millions)  

Real Estate

     

BREP Global

   $ 553      $ 721  

BREP Europe

     81        27  

BREP Asia

     114        98  

BPP

     114        45  

BREDS

     30        32  
  

 

 

    

 

 

 

Total Real Estate (a)

     891        923  
  

 

 

    

 

 

 

Private Equity

     

BCP Global

     1,764        1,869  

BCP Asia

     262        344  

Energy/Energy Transition

     1,052        515  

Core Private Equity

     256        266  

Tactical Opportunities

     150        227  

Secondaries

     1,148        1,270  

Infrastructure

     936        247  

Life Sciences

     253        239  

BTAS/BXPE

     262        236  
  

 

 

    

 

 

 

Total Private Equity (a)

     6,081        5,212  
  

 

 

    

 

 

 

Credit & Insurance

     252        369  
  

 

 

    

 

 

 

Multi-Asset Investing

     243        103  
  

 

 

    

 

 

 

Total Blackstone Net Accrued Performance Revenues

   $ 7,468      $ 6,608  
  

 

 

    

 

 

 

 

 

Note: Totals may not add due to rounding.

  (a)

Real Estate and Private Equity include co-investments, as applicable.

For the twelve months ended June 30, 2026, Net Accrued Performance Revenues receivable increased due to Net Performance Revenues of $4.6 billion, partially offset by net realized distributions of $3.8 billion.

 

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Invested Performance Eligible Assets Under Management

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

 

LOGO

 
Note:

Totals may not add due to rounding.

 

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Perpetual Capital

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

 

LOGO

 

 
Note:

Totals may not add due to rounding.

(a)

Perpetual Capital Total Assets Under Management for the Multi-Asset Investing segment was $582.2 million, $658.8 million and $724.3 million as of December 31, 2025, March 31, 2026 and June 30, 2026, respectively.

Perpetual Capital Total Assets Under Management was $555.6 billion as of June 30, 2026, an increase of $15.9 billion, compared to $539.7 billion as of March 31, 2026. Perpetual Capital Total Assets Under Management in our Private Equity and Credit & Insurance segments increased $11.4 billion and $4.1 billion, respectively.

Perpetual Capital Total Assets Under Management was $555.6 billion as of June 30, 2026, an increase of $31.9 billion, compared to $523.6 billion as of December 31, 2025. Perpetual Capital Total Assets Under Management in our Private Equity and Credit & Insurance segments increased $21.0 billion and $9.4 billion, respectively.

 

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Investment Records

Fund returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

 

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The following tables present the investment record of our significant and formerly significant carry/drawdown funds and select perpetual capital strategies from inception through June 30, 2026:

Carry/Drawdown Funds

 

$ $ $ $ $ $ $ $ $ $ $
            Unrealized Investments   Realized Investments   Total Investments        
                                        Net IRRs (d)

Fund (Investment Period

 Beginning Date / Ending Date) (a)

  Committed
Capital
  Available
Capital (b)
  Value   MOIC (c)   %
Public
  Value   MOIC (c)   Value   MOIC (c)   Realized   Total
    (Dollars/Euros in Thousands, Except Where Noted)

Real Estate

                     

Pre-BREP

  $ 140,714     $     $       n/a           $ 345,190       2.5x     $ 345,190       2.5x       33%       33%  

BREP I (Sep 1994 / Oct 1996)

    380,708                   n/a             1,327,708       2.8x       1,327,708       2.8x       40%       40%  

BREP II (Oct 1996 / Mar 1999)

    1,198,339                   n/a             2,531,614       2.1x       2,531,614       2.1x       19%       19%  

BREP III (Apr 1999 / Apr 2003)

    1,522,708                   n/a             3,330,406       2.4x       3,330,406       2.4x       21%       21%  

BREP IV (Apr 2003 / Dec 2005)

    2,198,694                   n/a             4,684,608       1.7x       4,684,608       1.7x       12%       12%  

BREP V (Dec 2005 / Feb 2007)

    5,539,418             2,331       n/a             13,468,476       2.3x       13,470,807       2.3x       11%       11%  

BREP VI (Feb 2007 / Aug 2011)

    11,060,122             1,748       n/a             27,765,450       2.5x       27,767,198       2.5x       13%       13%  

BREP VII (Aug 2011 / Apr 2015)

    13,506,800       845,588       867,492       0.4x             29,432,126       2.1x       30,299,618       1.9x       17%       14%  

BREP VIII (Apr 2015 / Jun 2019)

    16,651,125       1,215,310       8,377,561       1.3x       4%       24,654,936       2.1x       33,032,497       1.8x       19%       11%  

BREP IX (Jun 2019 / Aug 2022)

    21,374,992       2,812,950       16,292,849       1.0x       2%       12,614,323       1.9x       28,907,172       1.3x       30%       4%  

*BREP X (Aug 2022 / Feb 2028)

    30,643,847       16,025,374       18,765,019       1.3x       1%       3,219,851       1.9x       21,984,870       1.3x       30%       12%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Global BREP

  $  104,217,467     $  20,899,222     $   44,307,000              1.1x                 2%     $  123,374,688               2.2x     $  167,681,688              1.7x               16%               14%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BREP Int’l (Jan 2001 / Sep 2005)

  824,172               n/a           1,373,170       2.1x     1,373,170       2.1x       23%       23%  

BREP Int’l II (Sep 2005 / Jun 2008) (e)

    1,629,748                   n/a             2,583,032       1.8x       2,583,032       1.8x       8%       8%  

BREP Europe III (Jun 2008 / Sep 2013)

    3,205,420       86,085       17,071       0.1x             5,993,336       2.1x       6,010,407       2.0x       14%       13%  

BREP Europe IV (Sep 2013 / Dec 2016)

    6,676,611       598,954       624,365       0.6x             10,438,878       1.9x       11,063,243       1.7x       16%       11%  

BREP Europe V (Dec 2016 / Oct 2019)

    8,007,488       597,691       3,724,421       0.7x             6,902,190       3.8x       10,626,611       1.4x       40%       5%  

BREP Europe VI (Oct 2019 / Sep 2023)

    9,941,770       2,763,031       6,117,864       0.9x       6%       4,049,113       2.4x       10,166,977       1.2x       62%       2%  

*BREP Europe VII (Sep 2023 / Mar 2029)

    9,762,262       5,734,678       4,873,649       1.3x       1%       167,092       1.4x       5,040,741       1.3x       n/m       13%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total BREP Europe

  40,047,471     9,780,439     15,357,370       0.9x       3%     31,506,811       2.2x     46,864,181       1.5x       16%       9%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continued...

 

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Carry/Drawdown Funds continued

 

$ $ $ $ $ $ $ $ $ $ $
            Unrealized Investments   Realized Investments   Total Investments        
                                        Net IRRs (d)

Fund (Investment Period

 Beginning Date / Ending Date) (a)

  Committed
Capital
  Available
Capital (b)
  Value   MOIC (c)   %
Public
  Value   MOIC (c)   Value   MOIC (c)   Realized   Total
    (Dollars/Euros in Thousands, Except Where Noted)

Real Estate (continued)

                     

BREP Asia I (Jun 2013 / Dec 2017)

  $ 4,262,075     $ 646,265     $ 1,209,142       1.7x       51%     $ 7,685,485       2.0x     $ 8,894,627       1.9x       15%       12%  

BREP Asia II (Dec 2017 / Mar 2022)

    7,361,035       1,178,550       4,995,177       1.1x       26%       3,404,324       1.6x       8,399,501       1.3x       11%       3%  

*BREP Asia III (Mar 2022 / Sep 2027)

    8,219,868       4,351,718       5,078,659       1.3x       3%       503,885       1.8x       5,582,544       1.3x       34%       9%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total BREP Asia

    19,842,978       6,176,533       11,282,978       1.3x       18%       11,593,694       1.8x       22,876,672       1.5x       14%       7%  

BREP Co-Investment (f)

    8,691,884       551,495       1,564,893       1.2x             15,372,186       2.2x       16,937,079       2.1x       16%       16%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total BREP

  $  179,426,235     $  38,798,469     $   74,435,691              1.1x                 4%     $  188,783,012               2.2x     $  263,218,703               1.7x               16%               13%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*BREDS High-Yield (Various) (g)

  $ 27,606,074     $ 8,615,842     $ 3,704,090       1.0x           $ 26,072,271       1.3x     $ 29,776,361       1.3x       10%       9%  

Private Equity

                     

Corporate Private Equity

                     

BCP I (Oct 1987 / Oct 1993)

  $ 859,081     $     $       n/a           $ 1,741,738       2.6x     $ 1,741,738       2.6x       19%       19%  

BCP II (Oct 1993 / Aug 1997)

    1,361,100                   n/a             3,268,627       2.5x       3,268,627       2.5x       32%       32%  

BCP III (Aug 1997 / Nov 2002)

    3,967,422                   n/a             9,228,707       2.3x       9,228,707       2.3x       14%       14%  

BCOM (Jun 2000 / Jun 2006)

    2,137,330                   n/a             2,995,106       1.4x       2,995,106       1.4x       6%       6%  

BCP IV (Nov 2002 / Dec 2005)

    6,450,000                   n/a             21,720,334       2.9x       21,720,334       2.9x       36%       36%  

BCP V (Dec 2005 / Jan 2011)

    21,009,112       982,018             n/a             38,870,191       1.9x       38,870,191       1.9x       8%       8%  

BCP VI (Jan 2011 / May 2016)

    15,192,032       1,340,945       2,127,333       3.1x       4%       30,730,898       2.2x       32,858,231       2.2x       13%       12%  

BCP VII (May 2016 / Feb 2020)

    18,873,411       1,309,645       13,928,047       1.5x       33%       24,466,786       2.6x       38,394,833       2.1x       24%       12%  

BCP VIII (Feb 2020 / Apr 2024)

    25,820,052       5,881,691       25,743,798       1.4x       16%       10,795,620       2.4x       36,539,418       1.6x       26%       10%  

*BCP IX (Apr 2024 / Apr 2030)

    21,829,911       18,396,522       5,316,361       1.5x       1%       293,543       1.5x       5,609,904       1.5x       n/m       24%  

Energy I (Aug 2011 / Feb 2015)

    2,435,007       170,540             n/a             4,897,287       2.0x       4,897,287       2.0x       12%       12%  

Energy II (Feb 2015 / Feb 2020)

    4,926,378       778,845       3,236,286       2.6x       72%       6,342,126       1.8x       9,578,412       2.0x       9%       9%  

Energy III (Feb 2020 / Jun 2024)

    4,398,275       1,815,918       7,255,903       3.0x       26%       5,060,366       3.0x       12,316,269       3.0x       33%       33%  

Energy Transition IV (Jun 2024 / Jun 2026)

    5,880,459       2,763,373       6,518,880       2.0x             157,155       1.7x       6,676,035       2.0x       n/m       94%  

*Energy Transition V (Jun 2026 / Jun 2032)

    5,671,639       5,671,639             n/a                   n/a             n/a       n/a       n/a  

BCP Asia I (Dec 2017 / Sep 2021)

    2,437,080       417,510       1,275,730       1.3x       33%       3,676,038       3.0x       4,951,768       2.3x       33%       19%  

*BCP Asia II (Sep 2021 / Sep 2027)

    6,843,926       3,570,292       6,463,390       1.9x       15%       1,041,893       3.4x       7,505,283       2.0x       93%       27%  

BCP Asia III (TBD)

    13,100,000       13,100,000             n/a                   n/a             n/a       n/a       n/a  

Core Private Equity I (Jan 2017 / Mar 2021) (h)

    4,760,130       1,193,521       6,588,435       2.1x             4,220,471       3.7x       10,808,906       2.5x       32%       14%  

*Core Private Equity II (Mar 2021 / Mar 2027) (h)

    8,244,519       6,007,302       5,420,354       1.5x             2,081,525       4.2x       7,501,879       1.8x       38%       16%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Corporate Private Equity

  $ 176,196,864     $ 63,399,761     $ 83,874,517       1.7x       18%     $ 171,588,411       2.3x     $ 255,462,928       2.0x       16%       15%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

continued...

 

100


Table of Contents

Carry/Drawdown Funds continued

 

$ $ $ $ $ $ $ $ $ $ $
            Unrealized Investments   Realized Investments   Total Investments        
                                        Net IRRs (d)

Fund (Investment Period

 Beginning Date / Ending Date) (a)

  Committed
Capital
  Available
Capital (b)
  Value   MOIC (c)   %
Public
  Value   MOIC (c)   Value   MOIC (c)   Realized   Total
    (Dollars/Euros in Thousands, Except Where Noted)

Private Equity (continued)

                     

Tactical Opportunities

                     

*Tactical Opportunities (Various)

  $   33,780,643     $   14,441,280     $   13,027,191               1.2x                2%     $   32,984,254               1.9x     $   46,011,445               1.6x               15%               10%  

*Tactical Opportunities Co-Investment and Other (Various)

    10,477,806       1,084,293       3,558,538       1.3x       3%       12,089,490       1.8x       15,648,028       1.7x       18%       15%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Tactical Opportunities

  $ 44,258,449     $ 15,525,573     $ 16,585,729       1.2x       2%     $ 45,073,744       1.9x     $ 61,659,473       1.6x       16%       11%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Growth

                     

BXG I (Jul 2020 / Feb 2025)

  $ 4,961,566     $ 292,405     $ 5,152,451       1.2x           $ 670,399       1.3x     $ 5,822,850       1.2x       n/m       2%  

*BXG II (Feb 2025 / Feb 2030)

    4,610,169       3,742,666       854,654       1.1x             9,154       n/m       863,808       1.1x       n/m       n/m  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Growth

  $ 9,571,735     $ 4,035,071     $ 6,007,105       1.2x           $ 679,553       1.3x     $ 6,686,658       1.2x       n/m       2%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Partners (Secondaries)

                     

Strategic Partners I-V (Various) (i)

  $ 11,035,527     $ 9,572     $ 2,126       n/a           $ 16,796,758       n/a     $ 16,798,884       1.7x       n/a       13%  

Strategic Partners VI (Apr 2014 / Apr 2016) (i)

    4,362,772       379,409       420,348       n/a             4,665,673       n/a       5,086,021       1.7x       n/a       13%  

Strategic Partners VII (May 2016 / Mar 2019) (i)

    7,489,970       1,605,255       2,258,612       n/a             8,553,876       n/a       10,812,488       1.9x       n/a       15%  

Strategic Partners Real Assets II (May 2017 / Jun 2020) (i)

    1,749,807       595,603       1,351,477       n/a             1,397,378       n/a       2,748,855       1.9x       n/a       15%  

Strategic Partners VIII (Mar 2019 / Oct 2021) (i)

    10,763,600       3,410,713       5,873,822       n/a             9,027,494       n/a       14,901,316       1.7x       n/a       17%  

*Strategic Partners Real Estate, SMA and Other (Various) (i)

    7,055,591       1,224,720       3,165,936       n/a             2,940,627       n/a       6,106,563       1.4x       n/a       10%  

Strategic Partners Infrastructure III (Jun 2020 / Jun 2024) (i)

    3,250,100       666,246       2,626,038       n/a             884,418       n/a       3,510,456       1.6x       n/a       15%  

Strategic Partners IX (Oct 2021 / Mar 2026) (i)

    19,692,625       1,504,371       19,455,372       n/a             1,307,669       n/a       20,763,041       1.5x       n/a       17%  

*Strategic Partners GP Solutions (Jun 2021 / Dec 2026) (i)

    2,095,211       342,116       1,295,854       n/a             94,182       n/a       1,390,036       1.1x       n/a        

*Strategic Partners Infrastructure IV (Jul 2024 / Sep 2029) (i)

    4,837,949       3,501,386       406,950       n/a                   n/a       406,950       1.9x       n/a       n/m  

*Strategic Partners X (Mar 2026 / May 2031)

    11,024,493       8,606,558             n/a                   n/a             n/a       n/a       n/a  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Strategic Partners (Secondaries)

  $ 83,357,645     $ 21,845,949     $ 36,856,535       n/a           $ 45,668,075       n/a     $ 82,524,610       1.6x       n/a       14%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

                     

Clarus IV (Jan 2018 / Jan 2020)

  $ 910,000     $ 40,291     $ 517,753       2.0x           $ 817,615       1.6x     $ 1,335,368       1.7x       10%       9%  

BXLS V (Jan 2020 / Mar 2025)

    5,056,620       2,303,560       5,195,969       2.1x       1%       1,854,239       1.8x       7,050,208       2.0x       11%       17%  

*BXLS VI (Mar 2025 / Mar 2031)

    6,486,870       6,375,163       437,377       n/m                   n/a       437,377       n/m       n/a       n/m  

 

continued...

 

101


Table of Contents

Carry/Drawdown Funds continued

 

$ $ $ $ $ $ $ $ $ $ $
            Unrealized Investments   Realized Investments   Total Investments        
                                        Net IRRs (d)

Fund (Investment Period

 Beginning Date / Ending Date) (a)

  Committed
Capital
  Available
Capital (b)
  Value   MOIC (c)   %
Public
  Value   MOIC (c)   Value   MOIC (c)   Realized   Total
    (Dollars/Euros in Thousands, Except Where Noted)

Credit

                     

Mezzanine / Opportunistic I (Jul 2007 / Oct 2011)

  $ 2,000,000     $     $       n/a           $ 4,809,113       1.6x     $ 4,809,113       1.6x       n/a       17%  

Mezzanine / Opportunistic II (Nov 2011 / Nov 2016)

    4,120,000       993,260       57,792       0.5x             6,687,961       1.4x       6,745,753       1.4x       n/a       9%  

Mezzanine / Opportunistic III (Sep 2016 / Jan 2021)

       6,639,133          1,081,586       787,485       1.2x             9,939,495       1.5x       10,726,980       1.5x       n/a       11%  

Mezzanine / Opportunistic IV (Jan 2021 / Aug 2025)

    5,016,771       1,368,541          3,047,474               1.1x               —          4,156,400               1.5x          7,203,874               1.3x               n/a               11%  

*Mezzanine / Opportunistic V (Aug 2025 / Aug 2029)

    7,630,000       6,911,455       693,976       1.1x             206,964       1.2x       900,940       1.1x       n/a       n/m  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mezzanine / Opportunistic

    25,405,904       10,354,842       4,586,727       1.1x             25,799,933       1.5x       30,386,660       1.4x       n/a       13%  

Stressed / Distressed I (Sep 2009 / May 2013)

    3,253,143                   n/a             5,777,098       1.3x       5,777,098       1.3x       n/a       9%  

Stressed / Distressed II (Jun 2013 / Jun 2018)

    5,125,000       547,430             n/a             5,564,200       1.1x       5,564,200       1.1x       n/a        

Stressed / Distressed III (Dec 2017 / Dec 2022)

    7,356,380       1,085,652       1,022,304       1.2x             5,934,391       1.3x       6,956,695       1.3x       n/a       9%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stressed / Distressed

    15,734,523       1,633,082       1,022,304       1.2x             17,275,689       1.2x       18,297,993       1.2x       n/a       7%  

European Senior Debt I (Feb 2015 / Feb 2019)

  1,964,689     67,044     159,420       0.3x           2,999,625       1.3x     3,159,045       1.1x       n/a       1%  

European Senior Debt II (Jun 2019 / Jun 2023) (j)

    4,088,344       861,672       2,174,148       0.9x             4,891,963       1.7x       7,066,111       1.3x       n/a       8%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total European Senior Debt

  6,053,033     928,716     2,333,568       0.8x           7,891,588       1.5x     10,225,156       1.2x       n/a       6%  

Energy I (Nov 2015 / Nov 2018)

  $ 2,856,867     $ 1,154,819     $ 70,845       1.3x           $ 3,556,730       1.5x     $ 3,627,575       1.5x       n/a       10%  

Energy II (Feb 2019 / Jun 2023)

    3,616,081       1,456,014       423,972       1.3x       19%       3,554,034       1.4x       3,978,006       1.4x       n/a       16%  

*Energy III (May 2023 / May 2028)

    6,477,000       4,193,381       2,425,168       1.0x             3,298,003       1.3x       5,723,171       1.2x       n/a       15%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Energy

    12,949,948       6,804,214       2,919,985       1.0x       3%       10,408,767       1.4x       13,328,752       1.3x       n/a       12%  

Senior Direct Lending (Various) (k)

    2,820,243       1,233,828       2,692,761       1.1x             341,891       1.2x       3,034,652       1.1x       n/a       9%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Credit Drawdown Funds (l)

  $ 63,816,276     $ 21,087,768     $ 13,889,746       1.0x       1%     $ 63,217,193       1.4x     $ 77,106,939       1.3x       n/a       10%  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

102


Table of Contents

Select Perpetual Capital Strategies (m)

 

                         $                          $                         

Strategy (Inception Year) (a)

   Investment Strategy    Total Assets
Under
Management
   Total Net
Return (n)
     (Dollars in Thousands, Except Where Noted)

Real Estate

     

BPP - Blackstone Property Partners Platform (2013) (o)

   Core+ Real Estate    $ 57,749,790        2%  

BREIT - Blackstone Real Estate Income Trust (2017) (p)

   Core+ Real Estate      56,551,910        9%  

BREIT - Class I (q)

   Core+ Real Estate         9%  

BXMT - Blackstone Mortgage Trust (2013) (r)

   Real Estate Debt      6,255,948        6%  

Private Equity

        

BXGP - Blackstone GP Stakes (2014) (s)

   Minority GP Interests      10,017,197        12%  

BIP - Blackstone Infrastructure Partners (2019) (t)

   Infrastructure      74,964,704        18%  

BXINFRA - Blackstone Infrastructure Strategies Fund Program (2025) (u)

   Infrastructure      5,979,642        15%  

BXINFRA - Class I (v)

   Infrastructure         16%  

BXPE - Blackstone Private Equity Strategies Fund Program (2024) (w)

   Private Equity      25,312,193        19%  

BXPE - Class I (x)

   Private Equity         20%  

Credit

        

BXSL - Blackstone Secured Lending Fund (2018) (y)

   U.S. Direct Lending      16,585,488        11%  

BCRED - Blackstone Private Credit Fund (2021) (z)

   U.S. Direct Lending      94,623,700        9%  

BCRED - Class I (aa)

   U.S. Direct Lending         9%  

ECRED - Blackstone European Credit Fund (2022) (bb)

   European Direct Lending    5,248,866        9%  

ECRED - Class I (cc)

   European Direct Lending         9%  

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

 
n/m

Not meaningful generally due to the limited time since initial investment.

n/a

Not applicable.

SMA

Separately managed account.

*

For the carry/drawdown funds only, represents funds that are in their investment period as of June 30, 2026.

(a)

Excludes investment vehicles where Blackstone does not earn fees.

(b)

Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital and may include leverage, less invested capital. This amount is not reduced by outstanding commitments to investments.

(c)

Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Performance Revenues, divided by invested capital.

(d)

Unless otherwise indicated, Net Internal Rate of Return (“IRR”) represents the annualized inception to June 30, 2026 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of limited partner cash flows. Initial inception date of cash flows may differ from the Investment Period Beginning Date.

(e)

The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP International II performance reflects a 7% Realized Net IRR and a 7% Total Net IRR.

(f)

BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.

(g)

BREDS High-Yield represents the flagship real estate debt drawdown funds only.

 

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(h)

Blackstone Core Equity Partners is a core private equity strategy which invests with a more modest risk profile and longer hold period than traditional private equity.

(i)

Strategic Partners’ Unrealized Investment Value, Realized Investment Value, Total Investment Value, Total MOIC and Total Net IRRs are reported on a three-month lag and therefore do not include the impact of economic and market activities in the current quarter. Realizations are treated as returns of capital until fully recovered and therefore Unrealized and Realized MOICs and Realized Net IRRs are not applicable. Committed Capital and Available Capital are presented as of the current quarter.

(j)

European Senior Debt II IRR represents the blended return across the commingled levered and unlevered funds within the strategy. Total net returns were 12% and 7%, respectively, for the levered and unlevered funds of the strategy.

(k)

Senior Direct Lending I IRR represents the blended return across the commingled levered and unlevered funds within the strategy. Total net returns were 10% and 7%, respectively, for the levered and unlevered funds of the strategy.

(l)

Funds presented represent the flagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the credit drawdown funds presented.

(m)

Represents the performance for select perpetual capital strategies; strategies excluded consist primarily of (1) investment strategies that have been investing for less than one year, (2) perpetual capital assets managed for certain insurance clients, and (3) investment vehicles where Blackstone does not earn fees.

(n)

Unless otherwise indicated, Total Net Return represents the annualized inception to June 30, 2026 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of investor cash flows. Initial inception date of cash flows occurred during the Inception Year.

(o)

BPP represents the aggregate Total Assets Under Management and Total Net Return of the BPP Platform, which comprises over 30 fund, co-investment and separately managed account vehicles. It includes certain vehicles managed as part of the BPP Platform but not classified as Perpetual Capital. As of June 30, 2026, these vehicles represented $4.4 billion of Total Assets Under Management.

(p)

The BREIT Total Net Return reflects a per share blended return, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. This return is not representative of the return experienced by any particular investor or share class. Total Net Return is presented on an annualized basis and is from January 1, 2017.

(q)

Represents the Total Net Return for BREIT’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. Class I Total Net Return is presented on an annualized basis and is from January 1, 2017.

(r)

The BXMT Total Net Return reflects annualized market return of a shareholder invested in BXMT since inception, May 22, 2013, assuming reinvestment of all dividends received during the period.

(s)

Blackstone GP Stakes (“BXGP”) represents the aggregate Total Assets Under Management and Total Net Return of BSCH I and BSCH II funds that invest as part of the Secondaries - GP Stakes strategy, which targets minority investments in the general partners of private equity and other private-market alternative asset management firms globally. As of June 30, 2026, including vehicles that are not classified as Perpetual Capital and co-investment vehicles that do not pay fees, BXGP Total Assets Under Management was $13.1 billion.

(t)

BIP represents the aggregate Total Assets Under Management and Total Net Return of infrastructure-focused funds and co-investment vehicles for institutional investors with a primary focus on the U.S. and Europe. As of June 30, 2026, including co-investment vehicles that do not pay fees, BIP Total Assets Under Management was $85.6 billion.

 

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(u)

The BXINFRA Total Net Return reflects a per share blended return, assuming the BXINFRA fund program had a single vehicle and a single share class, reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BXINFRA. This return is not representative of the return experienced by any particular vehicle, investor or share class. For purposes of calculating the blended return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Total Net Return is from January 2, 2025 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation. BXINFRA Total Assets Under Management reflects net asset value as of June 30, 2026. BXINFRA Total Assets Under Management, to the extent managed by a different business, is reported in such business for the purposes of segment Assets Under Management reporting.

(v)

Represents the blended Total Net Return for the BXINFRA fund program’s Class I shares, its largest share class across vehicles. Performance varies by vehicle and share class. Class I Total Net Return assumes reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by the Class I shares. For purposes of calculating the blended Class I return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Class I Total Net Return is from January 2, 2025 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(w)

The BXPE Total Net Return reflects a per share blended return, assuming the BXPE fund program had a single vehicle and a single share class, reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BXPE. This return is not representative of the return experienced by any particular vehicle, investor or share class. For purposes of calculating the blended return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Total Net Return is from January 2, 2024 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation. BXPE Total Assets Under Management reflects net asset value as of June 30, 2026. BXPE Total Assets Under Management, to the extent managed by a different business, is reported in such business for the purposes of segment Assets Under Management reporting.

(x)

Represents the blended Total Net Return for the BXPE fund program’s Class I shares, its largest share class across vehicles. Performance varies by vehicle and share class. Class I Total Net Return assumes reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by the Class I shares. For purposes of calculating the blended Class I return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Class I Total Net Return is from January 2, 2024 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(y)

The BXSL Total Assets Under Management and Total Net Return are presented as of March 31, 2026. Refer to BXSL public filings for current quarter results. BXSL Total Net Return reflects the change in Net Asset Value (“NAV”) per share, plus distributions per share (assuming dividends and distributions are reinvested in accordance with BXSL’s dividend reinvestment plan) divided by the beginning NAV per share. Total Net Returns are presented on an annualized basis and are from November 20, 2018.

(z)

The BCRED Total Net Return reflects a per share blended return, assuming BCRED had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BCRED. This return is not representative of the return experienced by any particular investor or share class. Total Net Return is presented on an annualized basis and is from January 7, 2021. Total Assets Under Management reflects gross asset value plus amounts borrowed or available to be borrowed under certain credit facilities. BCRED net asset value as of June 30, 2026 was $42.8 billion.

(aa)

Represents the Total Net Return for BCRED’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BCRED. Class I Total Net Return is presented on an annualized basis and is from January 7, 2021.

 

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(bb)

The ECRED Total Net Return reflects a per share blended return, assuming ECRED had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by ECRED. This return is not representative of the return experienced by any particular investor or share class. Total Net Return is presented on an annualized basis and is from October 3, 2022. Total Assets Under Management reflects gross asset value plus amounts borrowed or available to be borrowed under certain credit facilities as of June 30, 2026. ECRED net asset value as of June 30, 2026 was 2.6 billion.

(cc)

Represents the Total Net Return for ECRED’s Class I shares, its largest share class. Performance varies by share class. Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by ECRED. Class I Total Net Return is presented on an annualized basis and is from October 3, 2022.

Segment Analysis

Discussed below is our Segment Distributable Earnings for each of our segments. This information is reflected in the manner utilized by our senior management to make operating decisions, assess performance and allocate resources. References to “our” sectors or investments may also refer to portfolio companies and investments of the underlying funds that we manage.

Real Estate

The following table presents the results of operations for our Real Estate segment:

 

$                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended
June 30,
  2026 vs. 2025    Six Months Ended
June 30,
  2026 vs. 2025
     2026   2025   $   %    2026   2025   $   %
     (Dollars in Thousands)

Management and Advisory Fees, Net

                 

Base Management Fees

   $ 630,097     $ 673,154     $ (43,057     -6%      $ 1,266,144     $ 1,337,755     $ (71,611     -5%  

Transaction, Advisory and Other Fees, Net

     104,321       41,720       62,601       150%        156,059       81,866       74,193       91%  

Management Fee Offsets

     (7,337     (3,582     (3,755     105%        (17,645     (7,481     (10,164     136%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Management and Advisory Fees, Net

     727,081       711,292       15,789       2%        1,404,558       1,412,140       (7,582     -1%  

Fee Related Performance Revenues

     242,718       89,590       153,128       171%        395,716       127,393       268,323       211%  

Fee Related Compensation

     (262,168     (170,209     (91,959     54%        (455,305     (340,734     (114,571     34%  

Other Operating Expenses

     (94,624     (87,048     (7,576     9%        (184,824     (170,329     (14,495     9%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Related Earnings

     613,007       543,625       69,382       13%        1,160,145       1,028,470       131,675       13%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Performance Revenues

     210,868       43,587       167,281       384%        252,942       62,597       190,345       304%  

Realized Performance Compensation

     (85,259     (24,139     (61,120     253%        (108,215     (32,909     (75,306     229%  

Realized Principal Investment Income (Loss)

     6,660       2,797       3,863       138%        (2,145     3,146       (5,291     n/m  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Realizations

     132,269       22,245       110,024       495%        142,582       32,834       109,748       334%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Distributable Earnings

   $ 745,276     $ 565,870     $ 179,406       32%      $ 1,302,727     $ 1,061,304     $ 241,423       23%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
n/m

Not meaningful.

 

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Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Segment Distributable Earnings were $745.3 million for the three months ended June 30, 2026, an increase of $179.4 million, compared to $565.9 million for the three months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to increases of $110.0 million in Net Realizations and of $69.4 million in Fee Related Earnings.

Overall values in our real estate segment appreciated modestly in the second quarter of 2026, led by strength in digital infrastructure and partly offset by declines in life science office and certain other areas. Despite elevated base rates and volatility from the ongoing conflict in the Middle East continuing to weigh on transaction activity, debt capital markets continued to exhibit strength in the quarter. While the overall recovery in commercial real estate has also been impacted by the increase in base rates, we believe there are a number of positive factors that should support values in our Real Estate portfolio over time. In addition to favorable debt capital markets, these factors include strong fundamentals in digital infrastructure, a meaningful re-acceleration of U.S. leasing activity in our logistics portfolio and declining new supply, including in rental housing. These three sectors represent a substantial portion of our overall real estate equity portfolio.

Fee Related Earnings

Fee Related Earnings were $613.0 million for the three months ended June 30, 2026, an increase of $69.4 million, compared to $543.6 million for the three months ended June 30, 2025. The increase in Fee Related Earnings was attributable to an increase of $153.1 million in Fee Related Performance Revenues, partially offset by an increase of $92.0 million in Fee Related Compensation.

Fee Related Performance Revenues were $242.7 million for the three months ended June 30, 2026, an increase of $153.1 million, compared to $89.6 million for the three months ended June 30, 2025. The increase was attributable to higher Fee Related Performance Revenues in BREIT.

Fee Related Compensation was $262.2 million for the three months ended June 30, 2026, an increase of $92.0 million, compared to $170.2 million for the three months ended June 30, 2025. The increase was primarily attributable to the increase in Fee Related Performance Revenues, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $132.3 million for the three months ended June 30, 2026, an increase of $110.0 million, compared to $22.2 million for the three months ended June 30, 2025. The increase in Net Realizations was primarily attributable to an increase of $167.3 million in Realized Performance Revenues, partially offset by an increase of $61.1 million in Realized Performance Compensation.

Realized Performance Revenues were $210.9 million for the three months ended June 30, 2026, an increase of $167.3 million, compared to $43.6 million for the three months ended June 30, 2025. The increase was primarily attributable to higher Realized Performance Revenues in BREP.

Realized Performance Compensation was $85.3 million for three months ended June 30, 2026, an increase of $61.1 million, compared to $24.1 million for the three months ended June 30, 2025. The increase was primarily attributable to the increase in Realized Performance Revenues.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Segment Distributable Earnings were $1.3 billion for the six months ended June 30, 2026, an increase of $241.4 million, compared to $1.1 billion for the six months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to increases of $131.7 million in Fee Related Earnings and of $109.7 million in Net Realizations.

 

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Fee Related Earnings

Fee Related Earnings were $1.2 billion for the six months ended June 30, 2026, an increase of $131.7 million, compared to $1.0 billion for the six months ended June 30, 2025. The increase in Fee Related Earnings was attributable to an increase of $268.3 million in Fee Related Performance Revenues, partially offset by an increase of $114.6 million in Fee Related Compensation.

Fee Related Performance Revenues were $395.7 million for the six months ended June 30, 2026, an increase of $268.3 million, compared to $127.4 million for the six months ended June 30, 2025. The increase was attributable to higher Fee Related Performance Revenues in BREIT.

Fee Related Compensation were $455.3 million for the six months ended June 30, 2026, an increase of $114.6 million, compared to $340.7 million for the six months ended June 30, 2025. The increase was primarily attributable to the increase in Fee Related Performance Revenues, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $142.6 million for the six months ended June 30, 2026, an increase of $109.7 million, compared to $32.8 million for the six months ended June 30, 2025. The increase in Net Realizations was attributable to an increase of $190.3 million in Realized Performance Revenues, partially offset by an increase of $75.3 million in Realized Performance Compensation.

Realized Performance Revenues were $252.9 million for the six months ended June 30, 2026, an increase of $190.3 million, compared to $62.6 million for the six months ended June 30, 2025. The increase was primarily attributable to higher Realized Performance Revenues in BREP.

Realized Performance Compensation was $108.2 million for the six months ended June 30, 2026, an increase of $75.3 million, compared to $32.9 million for the six months ended June 30, 2025. The increase was primarily attributable to the increase in Realized Performance Revenues.

Fund Returns

Fund return information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

 

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The following table presents the internal rates of return, except where noted, of our significant real estate funds:

 

$            $            $            $            $            $            $            $            $            $            $            $           
     Three Months Ended    Six Months Ended    June 30, 2026
     June 30,    June 30,    Inception to Date
     2026    2025    2026    2025    Realized    Total

Fund (a)

   Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net

BREP VIII

     -2%        -2%        -1%        -1%        -4%        -4%        -2%        -2%        26%        19%        16%        11%  

BREP IX

     -4%        -4%        -2%        0%        -8%        -8%        -3%        -2%        46%        30%        8%        4%  

BREP X

     8%        6%        4%        2%        12%        8%        11%        7%        45%        30%        24%        12%  

BREP Europe V (b)

     -7%        -5%        -2%        -2%        -7%        -6%        -1%        -2%        49%        40%        9%        5%  

BREP Europe VI (b)

     -3%        -3%        -3%        -2%        -8%        -8%        -8%        -7%        87%        62%        7%        2%  

BREP Europe VII (b)

     4%        2%        4%        4%        10%        6%        8%        4%        n/m        n/m        27%        13%  

BREP Asia II

     -1%        -2%        1%        1%        -6%        -6%        3%        2%        17%        11%        6%        3%  

BREP Asia III

     4%        2%        6%        5%        15%        11%        15%        12%        65%        34%        17%        9%  

BREP Co-Investment (c)

     1%        1%        -1%        -1%        3%        1%        0%        0%        18%        16%        18%        16%  

BPP (d)

     -3%        -4%        -2%        -3%        -4%        -5%        -2%        -3%        n/a        n/a        4%        2%  

BREIT (e)

     n/a        3%        n/a        1%        n/a        5%        n/a        3%        n/a        n/a        n/a        9%  

BREIT - Class I (f)

     n/a        3%        n/a        1%        n/a        5%        n/a        3%        n/a        n/a        n/a        9%  

BREDS High-Yield (g)

     2%        1%        3%        2%        4%        3%        7%        5%        14%        10%        14%        9%  

BXMT (h)

     n/a        -9%        n/a        -1%        n/a        -7%        n/a        16%        n/a        n/a        n/a        6%  

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

 
n/m

Not meaningful generally due to the limited time since initial investment.

n/a

Not applicable.

(a)

Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues. Excludes investment vehicles where Blackstone does not earn fees.

(b)

Reflects an internal rate of return for euro-denominated investors in these funds.

(c)

BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.

(d)

The BPP platform, which comprises over 30 fund, co-investment and separately managed account vehicles, represents the Core+ real estate funds that invest with a more modest risk profile and lower leverage.

(e)

Reflects a per share blended return for each respective period, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date returns are presented on an annualized basis and are from January 1, 2017.

(f)

Represents the Total Net Return for BREIT’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. Inception to date return is from January 1, 2017.

(g)

BREDS High-Yield represents the flagship real estate debt drawdown funds only. Inception to date returns are from July 1, 2009.

(h)

Reflects the annualized return of a shareholder invested in BXMT as of the beginning of each period presented, assuming reinvestment of all dividends received during the period, and net of all fees and expenses incurred by BXMT. Return incorporates the closing NYSE stock price as of each period end. Inception to date returns are from May 22, 2013.

 

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Funds With Closed Investment Periods as of June 30, 2026

The Real Estate segment has thirteen funds with closed investment periods as of June 30, 2026: BREP IX, BREP VIII, BREP VII, BREP VI, BREP V, BREP Europe VI, BREP Europe V, BREP Europe IV, BREP Europe III, BREP Asia II, BREP Asia I, BREDS IV and BREDS III. As of June 30, 2026, BREP VII, BREP VI, BREP V, BREP Europe IV, BREP Europe III and BREP Asia I were above their carried interest thresholds (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive carried interest) and would have been above their carried interest thresholds even if all remaining investments were valued at zero. BREP VIII, BREDS IV and BREDS III were above their carried interest thresholds as of June 30, 2026, while BREP IX, BREP Asia II, BREP Europe VI, and BREP Europe V were below their carried interest thresholds. Funds are considered above their carried interest thresholds based on the aggregate fund position, although individual limited partners may be below their respective carried interest thresholds in certain funds.

Private Equity

The following table presents the results of operations for our Private Equity segment:

 

$                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended
June 30,
  2026 vs. 2025    Six Months Ended
June 30,
  2026 vs. 2025
     2026   2025   $   %    2026   2025   $   %
     (Dollars in Thousands)

Management and Advisory Fees, Net

                 

Base Management Fees

   $ 681,444     $ 605,068     $ 76,376       13%      $ 1,341,435     $ 1,183,512     $ 157,923       13%  

Transaction, Advisory and Other Fees, Net

     124,921       108,988       15,933       15%        275,859       163,208       112,651       69%  

Management Fee Offsets

     (11,785     (7,758     (4,027     52%        (20,792     (18,630     (2,162     12%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Management and Advisory Fees, Net

     794,580       706,298       88,282       12%        1,596,502       1,328,090       268,412       20%  

Fee Related Performance Revenues

     391,387       192,331       199,056       103%        562,084       253,235       308,849       122%  

Fee Related Compensation

     (337,528     (266,925     (70,603     26%        (600,341     (470,244     (130,097     28%  

Other Operating Expenses

     (131,515     (112,300     (19,215     17%        (244,443     (215,194     (29,249     14%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Related Earnings

     716,924       519,404       197,520       38%        1,313,802       895,887       417,915       47%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Performance Revenues

     490,807       408,980       81,827       20%        1,128,796       759,053       369,743       49%  

Realized Performance Compensation

     (251,204     (196,824     (54,380     28%        (545,740     (367,965     (177,775     48%  

Realized Principal Investment Income

     24,952       19,859       5,093       26%        70,300       29,035       41,265       142%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Realizations

     264,555       232,015       32,540       14%        653,356       420,123       233,233       56%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Distributable Earnings

   $ 981,479     $ 751,419     $ 230,060       31%      $ 1,967,158     $ 1,316,010     $ 651,148       49%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
n/m

Not meaningful.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Segment Distributable Earnings were $981.5 million for the three months ended June 30, 2026, an increase of $230.1 million, compared to $751.4 million for the three months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to increases of $197.5 million in Fee Related Earnings and of $32.5 million in Net Realizations.

 

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Our Private Equity segment generated strong performance across strategies in the second quarter of 2026, led by the performance of digital infrastructure investments and the energy portfolio. Fundraising in our drawdown and perpetual vehicles was strong across multiple strategies, underpinned by broad-based demand from institutional clients and in the private wealth channel.

In Corporate Private Equity, our operating companies exhibited solid revenue growth and healthy margins. The ongoing conflict in the Middle East has had the effect of slowing overall realization activity in the near term. Nevertheless, we have continued to take advantage of the initial public offerings market, which has strengthened considerably and should provide the foundation for greater realizations over time, particularly with improvement in geopolitical conditions.

The potential for artificial intelligence-driven disruption has recently weighed on equity capital markets and valuations of companies in certain sectors, such as software. We believe the ultimate impact of such disruption will vary significantly across companies based on multiple factors, with a number of companies well-positioned to be protected or benefit from such disruption. Nonetheless, valuations of select software companies have been and may be negatively impacted going forward.

Fee Related Earnings

Fee Related Earnings were $716.9 million for the three months ended June 30, 2026, an increase of $197.5 million, compared to $519.4 million for the three months ended June 30, 2025. The increase in Fee Related Earnings was primarily attributable to increases of $199.1 million in Fee Related Performance Revenues and $88.3 million in Management and Advisory Fees, Net, partially offset by an increase of $70.6 million in Fee Related Compensation.

Fee Related Performance Revenues were $391.4 million for the three months ended June 30, 2026, an increase of $199.1 million, compared to $192.3 million for the three months ended June 30, 2025. The increase was primarily attributable to higher performance revenues in BXPE and crystallization of performance revenues in BXINFRA.

Management and Advisory Fees, Net were $794.6 million for the three months ended June 30, 2026, an increase of $88.3 million, compared to $706.3 million for the three months ended June 30, 2025, primarily attributable to an increase in Base Management Fees. Base Management Fees increased $76.4 million, primarily attributable to increased Fee-Earning Assets Under Management in BXPE, BIP and BXINFRA.

Fee Related Compensation was $337.5 million for the three months ended June 30, 2026, an increase of $70.6 million, compared to $266.9 million for the three months ended June 30, 2025. The increase was primarily attributable to increases in Fee Related Performance Revenues and Management and Advisory Fees, Net, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $264.6 million for the three months ended June 30, 2026, an increase of $32.5 million, compared to $232.0 million for the three months ended June 30, 2025. The increase in Net Realizations was primarily attributable to an increase of $81.8 million in Realized Performance Revenues, partially offset by an increase of $54.4 million in Realized Performance Compensation.

Realized Performance Revenues were $490.8 million for the three months ended June 30, 2026, an increase of $81.8 million, compared to $409.0 million for the three months ended June 30, 2025. The increase was primarily attributable to increases in Realized Performance Revenues in Corporate Private Equity.

 

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Realized Performance Compensation was $251.2 million for the three months ended June 30, 2026, an increase of $54.4 million, compared to $196.8 million for the three months ended June 30, 2025. The increase was primarily attributable to increases in Realized Performance Revenues.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Segment Distributable Earnings were $2.0 billion for the six months ended June 30, 2026, an increase of $651.1 million, compared to $1.3 billion for the six months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to an increase of $417.9 million in Fee Related Earnings and an increase of $233.2 million in Net Realizations.

Fee Related Earnings

Fee Related Earnings were $1.3 billion for the six months ended June 30, 2026, an increase of $417.9 million, compared to $895.9 million for the six months ended June 30, 2025. The increase in Fee Related Earnings was primarily attributable to increases of $308.8 million in Fee Related Performance Revenues and $268.4 million in Management and Advisory Fees, Net, partially offset by an increase of $130.1 million in Fee Related Compensation.

Fee Related Performance Revenues were $562.1 million for the six months ended June 30, 2026, an increase of $308.8 million compared to $253.2 million for the six months ended June 30, 2025. The increase was primarily attributable to higher performance revenues in BXPE and crystallization of performance revenues in BXINFRA.

Management and Advisory Fees, Net were $1.6 billion for the six months ended June 30, 2026, an increase of $268.4 million compared to $1.3 billion for the six months ended June 30, 2025, primarily attributable to increases in Base Management Fees and Transaction, Advisory and Other Fees, Net. Base Management Fees increased $157.9 million primarily attributable to increased Fee-Earning Assets Under Management in BXPE and BIP. Transaction, Advisory and Other Fees, Net increased $112.7 million, primarily attributable to increased volume of deal activity in BXCM.

Fee Related Compensation was $600.3 million for the six months ended June 30, 2026, an increase of $130.1 million, compared to $470.2 million for the six months ended June 30, 2025. The increase was primarily attributable to increases in Fee Related Performance Revenues and Management and Advisory Fees, Net, both of which impact Fee Related Compensation.

Net Realizations

Net Realizations were $653.4 million for the six months ended June 30, 2026, an increase of $233.2 million, compared to $420.1 million for the six months ended June 30, 2025. The increase in Net Realizations was primarily attributable to an increase of $369.7 million in Realized Performance Revenues, partially offset by an increase of $177.8 million in Realized Performance Compensation.

Realized Performance Revenues were $1.1 billion for the six months ended June 30, 2026, an increase of $369.7 million, compared to $759.1 million for the six months ended June 30, 2025. The increase was primarily attributable to increases in Realized Performance Revenues in Corporate Private Equity and Tactical Opportunities.

Realized Performance Compensation was $545.7 million for the six months ended June 30, 2026, an increase of $177.8 million, compared to $368.0 million for the six months ended June 30, 2025. The increase was primarily attributable to the increase in Realized Performance Revenues.

 

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Fund Returns

Fund returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table presents the internal rates of return of our significant private equity funds:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
   June 30, 2026
Inception to Date
     2026    2025    2026    2025    Realized    Total

Fund (a)

   Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net

BCP VI

     -4%        -4%        2%        2%        -7%        -5%        3%        2%        17%        13%        16%        12%  

BCP VII

     -1%        -1%        6%        5%        -3%        -3%        9%        7%        30%        24%        17%        12%  

BCP VIII

     2%        1%        5%        4%        0%        0%        7%        4%        35%        26%        16%        10%  

BCP IX

     6%        3%        19%        5%        10%        2%        19%        5%        n/m        n/m        101%        24%  

BCP Asia I

     -2%        -2%        12%        10%        -17%        -15%        3%        3%        47%        33%        29%        19%  

BCP Asia II

     9%        7%        17%        14%        11%        8%        10%        6%        141%        93%        46%        27%  

BEP II

     2%        2%        -7%        -6%        35%        28%        -9%        -9%        13%        9%        13%        9%  

BEP III

     9%        8%        3%        2%        55%        47%        3%        2%        46%        33%        46%        33%  

BETP IV

     26%        22%        10%        6%        38%        31%        49%        33%        n/m        n/m        142%        94%  

BCEP I

     -1%        -1%        1%        1%        -3%        -3%        1%        1%        36%        32%        17%        14%  

BCEP II

     6%        4%        5%        5%        8%        6%        10%        8%        42%        38%        21%        16%  

Tactical Opportunities

     5%        3%        4%        2%        10%        6%        7%        4%        18%        15%        15%        10%  

Tactical Opportunities Co-Investment and Other

     1%        0%        6%        5%        2%        2%        12%        8%        20%        18%        18%        15%  

Clarus IV

     0%        0%        -1%        -1%        4%        3%        -1%        -2%        14%        10%        14%        9%  

BXLS V

     2%        2%        10%        8%        8%        6%        15%        12%        19%        11%        27%        17%  

BXG I

     -1%        -2%        1%        0%        7%        6%        5%        2%        n/m        n/m        6%        2%  

BXPE (b)

     n/a        8%        n/a        6%        n/a        13%        n/a        10%        n/a        n/a        n/a        19%  

BXPE - Class I (c)

     n/a        8%        n/a        6%        n/a        13%        n/a        10%        n/a        n/a        n/a        20%  

BIP (d)

     7%        6%        3%        2%        19%        14%        11%        10%        n/a        n/a        23%        18%  

BXINFRA (e)

     n/a        6%        n/a        2%        n/a        10%        n/a        5%        n/a        n/a        n/a        15%  

BXINFRA - Class I (f)

     n/a        6%        n/a        2%        n/a        11%        n/a        5%        n/a        n/a        n/a        16%  

Strategic Partners VII (g)

     -1%        -1%        1%        0%        -2%        -2%        0%        -1%        n/a        n/a        19%        15%  

Strategic Partners Real Assets II (g)

     4%        4%        9%        8%        4%        3%        11%        10%        n/a        n/a        18%        15%  

Strategic Partners VIII (g)

     -3%        -3%        2%        1%        -6%        -7%        1%        0%        n/a        n/a        23%        17%  

Strategic Partners Real Estate, SMA and Other (g)

     -1%        -1%        -1%        -1%        5%        5%        2%        1%        n/a        n/a        12%        10%  

Strategic Partners Infrastructure III (g)

     1%        1%        4%        4%        2%        2%        5%        4%        n/a        n/a        20%        15%  

Strategic Partners IX (g)

     4%        3%        14%        12%        6%        5%        15%        13%        n/a        n/a        24%        17%  

Strategic Partners GP Solutions (g)

     0%        0%        4%        4%        1%        0%        1%        0%        n/a        n/a        3%        0%  

BXGP (h)

     4%        3%        3%        2%        0%        -1%        10%        8%        n/a        n/a        19%        12%  

 

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The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

 
n/m

Not meaningful generally due to the limited time since initial investment.

n/a

Not applicable.

SMA

Separately managed account.

(a)

Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues. Excludes investment vehicles where Blackstone does not earn fees.

(b)

Reflects a per share blended return for each respective period, assuming BXPE had a single vehicle and a single share class, reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BXPE. These returns are not representative of the returns experienced by any particular vehicle, investor or share class. For purposes of calculating the blended return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Inception to date returns are presented on an annualized basis and are from January 2, 2024 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(c)

Represents the blended returns for BXPE’s Class I shares, its largest share class across vehicles. Performance varies by vehicle and share class. Class I Total Net Return assumes reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by the Class I shares. For purposes of calculating the blended Class I return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. The Class I Total Net Return is from January 2, 2024 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(d)

Gross and net returns reflect infrastructure-focused funds for institutional investors.

(e)

Represents a per share blended return for each respective period, assuming BXINFRA had a single vehicle and a single share class, reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BXINFRA. These returns are not representative of the returns experienced by any particular vehicle, investor or share class. For purposes of calculating the blended return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. Inception to date returns are presented on an annualized basis and are from January 2, 2025 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(f)

Represents the blended returns for BXINFRA Class I shares, its largest share class across vehicles. Performance varies by vehicle and share class. Class I Total Net Return assumes reinvestment of any dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by the Class I shares. For purposes of calculating the blended Class I return, U.S. dollar equivalent returns have been included for share classes that are denominated in a foreign currency that are not hedged. The Class I Total Net Return is from January 2, 2025 and any share class or vehicle that has an inception date of less than one year from such latest reporting date is excluded from the calculation.

(g)

Gross and net returns are reported on a three-month lag, reflect Strategic Partners’ fund financial performance as of the prior quarter and therefore do not include the impact of economic and market activities in the current quarter. Realizations are treated as returns of capital until fully recovered and therefore inception to date realized returns are not applicable.

(h)

Blackstone GP Stakes (“BXGP”) gross and net returns represent BSCH I and II funds that invest as part of the Secondaries GP Stakes strategy. Returns include performance of investments in four public-market general partner stakes acquired in BSCH I, prior to a shift in BXGP’s strategy in 2017 to focus exclusively on private-markets general partners.

 

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Funds With Closed Investment Periods as of June 30, 2026

Corporate Private Equity has eleven funds with closed investment periods: BCP IV, BCP V, BCP VI, BCP VII, BCP VIII, BEP I, BEP II, BEP III, BETP IV, BCEP I and BCP Asia I. BCP V is comprised of two fund classes, the BCP V “main fund” and BCP V-AC fund. Within these fund classes, the general partner is subject to equalization such that (a) the general partner accrues carried interest when the respective carried interest for either fund class is positive and (b) the general partner realizes carried interest so long as clawback obligations, if any, for either of the respective fund classes are fully satisfied. Each of the above-mentioned funds were above their respective carried interest thresholds. Funds are considered above their carried interest thresholds based on the aggregate fund position, although individual limited partners may be below their respective carried interest thresholds in certain funds.

Tactical Opportunities has various funds with closed investment periods, which are each above their carried interest thresholds based on aggregate fund position. Blackstone Growth has one fund with a closed investment period, BXG I, which is not above its carried interest threshold. Secondaries has various funds with closed investment periods, including but not limited to: Strategic Partners Infrastructure III, Strategic Partners IX, Strategic Partners Real Estate VII and BSCH I which are above their respective carried interest thresholds based on aggregate fund position. Blackstone Life Sciences has funds with a closed investment period: Clarus IV, BXLS V and BXLS Yield, which are each above their carried interest thresholds.

Credit & Insurance

The following table presents the results of operations for our Credit & Insurance segment:

 

$                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended
June 30,
  2026 vs. 2025    Six Months Ended
June 30,
  2026 vs. 2025
     2026   2025   $   %    2026   2025   $   %
     (Dollars in Thousands)

Management and Advisory Fees, Net

                 

Base Management Fees

   $ 493,622     $ 467,657     $ 25,965       6%      $ 1,003,469     $ 910,880     $ 92,589       10%  

Transaction, Advisory and Other Fees, Net

     91,769       13,980       77,789       556%        102,397       29,460       72,937       248%  

Management Fee Offsets

     (12,635     (11,010     (1,625     15%        (24,623     (22,669     (1,954     9%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Management and Advisory Fees, Net

     572,756       470,627       102,129       22%        1,081,243       917,671       163,572       18%  

Fee Related Performance Revenues

     159,286       190,129       (30,843     -16%        323,689       385,337       (61,648     -16%  

Fee Related Compensation

     (237,568     (220,305     (17,263     8%        (464,061     (421,923     (42,138     10%  

Other Operating Expenses

     (124,404     (107,426     (16,978     16%        (238,967     (203,704     (35,263     17%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Related Earnings

     370,070       333,025       37,045       11%        701,904       677,381       24,523       4%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Performance Revenues

     11,540       87,393       (75,853     -87%        89,666       178,990       (89,324     -50%  

Realized Performance Compensation

     (3,746     (30,433     26,687       -88%        (34,943     (70,928     35,985       -51%  

Realized Principal Investment Income (Loss)

     (4,622     5,800       (10,422     n/m        (10,327     113,703       (124,030     n/m  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Realizations

     3,172       62,760       (59,588     -95%        44,396       221,765       (177,369     -80%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Distributable Earnings

   $ 373,242     $ 395,785     $ (22,543     -6%      $ 746,300     $ 899,146     $ (152,846     -17%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
n/m

Not meaningful.

 

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Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Segment Distributable Earnings were $373.2 million for the three months ended June 30, 2026, a decrease of $22.5 million, compared to $395.8 million for the three months ended June 30, 2025. The decrease in Segment Distributable Earnings was attributable to a decrease of $59.6 million in Net Realizations, partially offset by an increase of $37.0 million in Fee Related Earnings.

Our Credit & Insurance segment demonstrated stability and increasing diversification in the second quarter of 2026 amid a volatile market environment. Overall increased levels of financing and investment activity contributed to strong transaction and advisory fees and overall growth in fee revenues. Our non-investment grade private credit strategies generated modest returns, reflecting strong interest income and stable underlying credit performance across the majority of our holdings but offset by markdowns in select underperforming credits.

Fundraising in our Credit & Insurance segment was strong in the second quarter of 2026, benefitting from strong engagement with institutions across our non-investment grade strategies and long-term structural shifts in investment grade private credit. Opportunities for corporate and bank partnerships should also support momentum in investment grade private credit strategies.

In our perpetual private wealth strategies, redemption requests in BCRED remain elevated due, in large part, to heightened press and market attention around private credit, as well as concerns about decelerating performance. Concurrently, subscriptions to BCRED, albeit solid, decelerated from the prior quarter, resulting in net outflows in the second quarter of 2026. While net flows are likely to continue to be negatively impacted in light of the current market environment, so far in the third quarter redemption requests are significantly lower relative to the same time in the second quarter.

While defaults in direct lending have risen and we expect will continue to rise from a historically low level, our Credit & Insurance segment funds’ holdings are predominantly in senior secured credit with significant equity subordination from institutional borrowers. We believe this should position our Credit & Insurance segment well. The potential for artificial intelligence-driven disruption has also recently weighed on the capital markets and on valuations of companies in certain sectors, such as software. We believe the ultimate impact of such disruption will vary significantly across companies based on multiple factors, with a number of companies well-positioned to be protected or benefit from such disruption. Although the extent of our equity cushion in many of our software holdings provides a level of protection, valuations of select software holdings have been and may be negatively impacted going forward.

Fee Related Earnings

Fee Related Earnings were $370.1 million for the three months ended June 30, 2026, an increase of $37.0 million, compared to $333.0 million for the three months ended June 30, 2025. The increase in Fee Related Earnings was attributable to an increase of $102.1 million in Management and Advisory Fees, Net, partially offset by a decrease of $30.8 million in Fee Related Performance Revenues and an increase of $17.3 million in Fee Related Compensation.

Management and Advisory Fees, Net were $572.8 million for the three months ended June 30, 2026, an increase of $102.1 million, compared to $470.6 million for the three months ended June 30, 2025, primarily attributable to increases in Transaction, Advisory and Other Fees, Net and Base Management Fees. Transaction, Advisory and Other Fees, Net increased $77.8 million, primarily attributable to capital markets advisory revenues. Beginning in the three months ended June 30, 2026, capital markets advisory revenues generated in connection with certain financing transactions in infrastructure and asset based credit strategies are presented in the Credit & Insurance segment. Previously, all capital markets advisory revenues were included in the Private Equity segment as part of the BXCM business. Base Management Fees increased $26.0 million, primarily attributable to an increase in Fee-Earning Assets Under Management in our insurance platform.

 

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Fee Related Performance Revenues were $159.3 million for the three months ended June 30, 2026, a decrease of $30.8 million, compared to $190.1 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower Fee Related Performance Revenues in BXSL.

Fee Related Compensation was $237.6 million for the three months ended June 30, 2026, an increase of $17.3 million, compared to $220.3 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase in Management and Advisory Fees, Net, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $3.2 million for the three months ended June 30, 2026, a decrease of $59.6 million, compared to $62.8 million for the three months ended June 30, 2025. The decrease in Net Realizations was attributable to a decrease of $75.9 million in Realized Performance Revenues, partially offset by a decrease of $26.7 million in Realized Performance Compensation.

Realized Performance Revenues were $11.5 million for the three months ended June 30, 2026, a decrease of $75.9 million, compared to $87.4 million for the three months ended June 30, 2025. The decrease was primarily attributable to decreases in Realized Performance Revenues in private corporate credit funds.

Realized Performance Compensation was $3.7 million for the three months ended June 30, 2026, a decrease of $26.7 million, compared to $30.4 million for the three months ended June 30, 2025. The decrease was primarily attributable to the decrease in Realized Performance Revenues.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Segment Distributable Earnings were $746.3 million for the six months ended June 30, 2026, a decrease of $152.8 million, compared to $899.1 million for the six months ended June 30, 2025. The decrease in Segment Distributable Earnings was attributable to a decrease of $177.4 million in Net Realizations, partially offset by an increase of $24.5 million in Fee Related Earnings.

Fee Related Earnings

Fee Related Earnings were $701.9 million for the six months ended June 30, 2026, an increase of $24.5 million, compared to $677.4 million for the six months ended June 30, 2025. The increase in Fee Related Earnings was primarily attributable to an increase of $163.6 million in Management and Advisory Fees, Net, partially offset by a decrease of $61.6 million in Fee Related Performance Revenues and an increase of $42.1 million in Fee Related Compensation.

Management and Advisory Fees, Net were $1.1 billion for the six months ended June 30, 2026, an increase of $163.6 million, compared to $917.7 million for the six months ended June 30, 2025, primarily attributable to increases in Base Management Fees and Transaction, Advisory and Other Fees, Net. Base Management Fees increased $92.6 million, primarily attributable to an increase in Fee-Earning Assets Under Management in private corporate credit. Transaction, Advisory and Other Fees, Net increased $72.9 million, primarily attributable to capital markets advisory revenues in infrastructure and asset based credit.

Fee Related Performance Revenues were $323.7 million for the six months ended June 30, 2026, a decrease of $61.6 million, compared to $385.3 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower Fee Related Performance Revenues in BXSL.

 

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Fee Related Compensation was $464.1 million for the six months ended June 30, 2026, an increase of $42.1 million, compared to $421.9 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in Management and Advisory Fees, Net, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $44.4 million for the six months ended June 30, 2026, a decrease of $177.4 million, compared to $221.8 million for the six months ended June 30, 2025. The decrease in Net Realizations was primarily attributable to decreases of $124.0 million in Realized Principal Investment Income (Loss) and of $89.3 million in Realized Performance Revenues, partially offset by a decrease of $36.0 million in Realized Performance Compensation.

Realized Principal Investment Income (Loss) was $(10.3) million for the six months ended June 30, 2026, a decrease of $124.0 million, compared to $113.7 million for the six months ended June 30, 2025. The decrease was primarily attributable to the sale of Bistro, Blackstone’s internally developed portfolio visualization software platform, in the first quarter of 2025.

Realized Performance Revenues was $89.7 million for the six months ended June 30, 2026, a decrease of $89.3 million, compared to $179.0 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower Realized Performance Revenues in our private corporate credit funds.

Realized Performance Compensation was $34.9 million for the six months ended June 30, 2026, a decrease of $36.0 million, compared to $70.9 million for the six months ended June 30, 2025. The decrease was primarily attributable to a decrease in Realized Performance Revenues.

Composite Returns

Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.

The following table presents the return information for the Private Credit and Liquid Credit composites:

 

$                  $                  $                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended June 30,    Six Months Ended June 30,    June 30, 2026
Inception to Date
     2026    2025    2026    2025

Composite (a)

   Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net

Private Credit (b)

     1%        0%        3%        2%        2%        0%        6%        4%        14%        9%  

Liquid Credit (b)

     2%        2%        2%        2%        1%        1%        3%        3%        5%        5%  

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

 
(a)

Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Allocations, net of tax advances.

(b)

Private Credit returns include the Flagship commingled funds across the opportunistic lending, global middle market direct lending funds (including BXSL, BCRED, and ECRED strategies), stressed/distressed strategies, and non-investment grade infrastructure and asset based credit. Separately managed accounts, funds with a limited number of limited partners that are not broadly marketed, inactive investment strategies, unlevered

 

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  funds within a strategy that has designated levered and unlevered sleeves, and Multi-Asset Credit strategies are excluded. Liquid Credit returns include CLOs, closed-ended funds, open-ended funds and separately managed accounts. Only fee-earning funds exceeding $100 million of fair value at the beginning of each respective quarter-end are included. Funds in liquidation and funds investing primarily in investment grade corporate credit or asset based finance are excluded. Blackstone Funds that were contributed to BXCI as part of Blackstone’s acquisition of GSO in March 2008 and the pre-acquisition date performance for funds and vehicles acquired by BXCI subsequent to March 2008, are also excluded.

Operating Metrics

The following table presents information regarding our Invested Performance Eligible Assets Under Management:

 

$                          $                          $                          $                         
     Invested Performance
Eligible Assets Under
Management
     Estimated % Above
High Water Mark/
Hurdle (a)
 
     As of June 30,      As of June 30,  
     2026      2025      2026      2025  
     (Dollars in Thousands)                

Credit & Insurance (b)

   $ 121,054,193      $ 115,155,531        99%        99%  
 
  (a)

Estimated % Above High Water Mark/Hurdle represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Credit & Insurance managed fund has positive investment performance relative to a hurdle, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a hurdle return, thereby resulting in an increase in Estimated % Above High Water Mark/Hurdle.

  (b)

For the Credit & Insurance managed funds, at June 30, 2026, the incremental appreciation needed for the 1% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles to reach their respective High Water Marks/Hurdles was $2.6 billion, an increase of $213.9 million, compared to $2.4 billion at June 30, 2025. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles as of June 30, 2026, 36% were within 5% of reaching their respective High Water Mark.

 

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Multi-Asset Investing

The following table presents the results of operations for our Multi-Asset Investing segment:

 

$                  $                  $                  $                  $                  $                  $                  $                 
     Three Months Ended
June 30,
  2026 vs. 2025    Six Months Ended
June 30,
  2026 vs. 2025
     2026   2025   $   %    2026   2025   $   %
     (Dollars in Thousands)

Management and Advisory Fees, Net

                 

Base Management Fees

   $ 155,734     $ 130,793     $ 24,941       19%      $ 302,263     $ 251,644     $ 50,619       20%  

Transaction, Advisory and Other Fees, Net

     145       1,002       (857     -86%        (1,462     2,465       (3,927     n/m  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Management and Advisory Fees, Net

     155,879       131,795       24,084       18%        300,801       254,109       46,692       18%  

Fee Related Compensation

     (42,865     (42,877     12              (89,892     (84,397     (5,495     7%  

Other Operating Expenses

     (29,587     (25,469     (4,118     16%        (55,351     (49,891     (5,460     11%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Related Earnings

     83,427       63,449       19,978       31%        155,558       119,821       35,737       30%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Performance Revenues

     17,670       13,161       4,509       34%        39,975       12,504       27,471       220%  

Realized Performance Compensation

     (3,915     (5,228     1,313       -25%        (19,282     (5,746     (13,536     236%  

Realized Principal Investment Income

     509       965       (456     -47%        1,644       1,447       197       14%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Realizations

     14,264       8,898       5,366       60%        22,337       8,205       14,132       172%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Distributable Earnings

   $ 97,691     $ 72,347     $ 25,344       35%      $ 177,895     $ 128,026     $ 49,869       39%  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
n/m

Not meaningful.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Segment Distributable Earnings were $97.7 million for the three months ended June 30, 2026, an increase of $25.3 million, compared to $72.3 million for the three months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to increases of $20.0 million in Fee Related Earnings and $5.4 million in Net Realizations.

All the strategies in our Multi-Asset Investing segment exhibited positive performance in the second quarter of 2026, driven by strong performance of investments in the artificial-intelligence sector. In particular, the Absolute Return Composite had its twenty-fifth consecutive quarter of positive performance, including across our equities, quantitative, macro and credit strategies. Continued strong performance in the segment has and is contributing to favorable fundraising dynamics, including its best single month of fundraising with $4.8 billion of inflows subsequent to quarter end.

Fee Related Earnings

Fee Related Earnings were $83.4 million for the three months ended June 30, 2026, an increase of $20.0 million, compared to $63.4 million for the three months ended June 30, 2025. The increase in Fee Related Earnings was primarily attributable to an increase of $24.1 million in Management and Advisory Fees, Net.

Management and Advisory Fees, Net were $155.9 million for the three months ended June 30, 2026, an increase of $24.1 million, compared to $131.8 million for the three months ended June 30, 2025, primarily attributable to an increase in Base Management Fees. Base Management Fees increased $24.9 million, primarily attributable to an increase in Fee-Earning Assets Under Management in Absolute Return.

 

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Net Realizations

Net Realizations were $14.3 million for the three months ended June 30, 2026, an increase of $5.4 million, compared to $8.9 million for the three months ended June 30, 2025. The increase in Net Realizations was primarily attributable to an increase of $4.5 million in Realized Performance Revenues.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Segment Distributable Earnings were $177.9 million for the six months ended June 30, 2026, an increase of $49.9 million, compared to $128.0 million for the six months ended June 30, 2025. The increase in Segment Distributable Earnings was attributable to increases of $35.7 million in Fee Related Earnings and $14.1 million in Net Realizations.

Fee Related Earnings

Fee Related Earnings were $155.6 million for the six months ended June 30, 2026, an increase of $35.7 million, compared to $119.8 million for the six months ended June 30, 2025. The increase in Fee Related Earnings was primarily attributable to an increase of $46.7 million in Management and Advisory Fees, Net, partially offset by an increase of $5.5 million in Fee Related Compensation.

Management and Advisory Fees, Net were $300.8 million for the six months ended June 30, 2026, an increase of $46.7 million, compared to $254.1 million for the six months ended June 30, 2025, primarily attributable to an increase in Base Management Fees. Base Management Fees increased $50.6 million, primarily attributable to an increase in Fee-Earning Assets Under Management in Absolute Return.

Fee Related Compensation was $89.9 million for the six months ended June 30, 2026, an increase of $5.5 million, compared to $84.4 million for the six months ended June 30, 2025, primarily attributable to an increase in Management and Advisory Fees, Net, on which a portion of Fee Related Compensation is based.

Net Realizations

Net Realizations were $22.3 million for the six months ended June 30, 2026, an increase of $14.1 million, compared to $8.2 million for the six months ended June 30, 2025. The increase in Net Realizations was attributable to an increase of $27.5 million in Realized Performance Revenues, partially offset by an increase of $13.5 million in Realized Performance Compensation.

Composite Returns

Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.

 

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The following table presents the return information of the Absolute Return Composite:

 

     Three
Months Ended
June 30,
   Six
Months Ended
June 30,
   Average Annual Returns (a)
     Periods Ended
June 30, 2026
     2026    2025    2026    2025    One Year    Three Year    Five Year    Historical

Composite

   Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net    Gross    Net

Absolute Return Composite (b)

     6%        5%        3%        3%        8%        7%        5%        5%        15%        14%        13%        12%        10%        9%        8%        7%  

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

 
(a)

Composite returns present a summarized asset-weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.

(b)

Absolute Return Composite covers the period from January 2000 to present, although BXMA’s inception date is September 1990. The Absolute Return Composite includes only BXMA-managed commingled and customized multi-manager funds and accounts and does not include BXMA’s liquid solutions, seeding, Multi-Strategy, Total Portfolio Management and Public Real Assets (non-discretionary) platforms, except for investments by Absolute Return funds directly into those platforms. BXMA-managed funds in liquidation and, in the case of net returns, non-fee-paying assets are also excluded. The funds/accounts that comprise the Absolute Return Composite are not managed within a single fund or account and are managed with different mandates. There is no guarantee that BXMA would have made the same mix of investments in a stand-alone fund/account. The Absolute Return Composite is not an investible product and, as such, the performance of the Absolute Return Composite does not represent the performance of an actual fund or account. The historical return is from January 1, 2000.

Operating Metrics

The following table presents information regarding our Invested Performance Eligible Assets Under Management:

 

$                          $                          $                          $                         
     Invested Performance
Eligible Assets Under
Management
     Estimated % Above
High Water Mark/
Benchmark (a)
 
     As of June 30,      As of June 30,  
     2026      2025      2026      2025  
     (Dollars in Thousands)                

Multi-Asset Investing Managed Funds (b)

   $ 64,017,666      $ 52,523,386        100%        97%  
 
  (a)

Estimated % Above High Water Mark/Benchmark represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Multi-Asset Investing managed fund has positive investment performance relative to a benchmark, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a benchmark return, thereby resulting in an increase in Estimated % Above High Water Mark/Benchmark.

  (b)

For the Multi-Asset Investing managed funds, at June 30, 2026, the incremental appreciation needed for the less than 1% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks to reach their respective High Water Marks/Benchmarks was $67.6 million, a decrease of $104.7 million, compared to $172.3 million at June 30, 2025. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks as of June 30, 2026, 48% were within 5% of reaching their respective High Water Mark.

 

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Non-GAAP Financial Measures

These non-GAAP financial measures are presented without the consolidation of any Blackstone Funds that are consolidated into the condensed consolidated financial statements. Consequently, all non-GAAP financial measures exclude the assets, liabilities and operating results related to the Blackstone Funds. See “—Key Financial Measures and Indicators” for our definitions of Distributable Earnings, Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA.

 

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The following table is a reconciliation of Net Income Attributable to Blackstone Inc. to Distributable Earnings, Total Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA:

 

$                          $                          $                          $                         
     Three Months Ended
June 30,
  Six Months Ended
June 30,
     2026   2025   2026   2025
     (Dollars in Thousands)

Net Income Attributable to Blackstone Inc.

   $ 1,229,189     $ 764,244     $ 1,878,918     $ 1,379,096  

Net Income Attributable to Non-Controlling Interests in Blackstone Holdings

     946,074       602,844       1,415,875       1,088,319  

Net Income Attributable to Non-Controlling Interests in Consolidated Entities

     175,649       240,836       293,016       341,383  

Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities

     5,154       18,209       26,164       26,109  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

     2,356,066       1,626,133       3,613,973       2,834,907  

Provision for Taxes

     452,386       289,494       649,536       533,321  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Before Provision for Taxes

     2,808,452       1,915,627       4,263,509       3,368,228  

Transaction-Related and Non-Recurring Items (a)

     71       10,381       7,038       29,205  

Amortization of Intangibles (b)

     7,288       7,333       14,576       14,666  

Impact of Consolidation (c)

     (180,803     (259,045     (319,180     (367,492

Unrealized Performance Revenues (d)

     (587,150     (313,256     (870,505     (576,457

Unrealized Performance Allocations Compensation (e)

     236,129       152,618       325,830       256,177  

Unrealized Principal Investment Income (f)

     (443,186     (294,093     (121,050     (455,350

Other Revenues (g)

     (11,898     225,083       (62,826     298,718  

Equity-Based Compensation (h)

     353,753       312,018       914,970       783,320  

Administrative Fee Adjustment (i)

     4,426       4,112       8,994       8,298  

Taxes and Related Payables (j)

     (209,833     (195,015     (419,269     (382,745
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable Earnings

     1,977,249       1,565,763       3,742,087       2,976,568  

Taxes and Related Payables (j)

     209,833       195,015       419,269       382,745  

Net Interest and Dividend Loss (k)

     10,606       24,643       32,724       45,173  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Segment Distributable Earnings

     2,197,688       1,785,421       4,194,080       3,404,486  

Realized Performance Revenues (l)

     (730,885     (553,121     (1,511,379     (1,013,144

Realized Performance Compensation (m)

     344,124       256,624       708,180       477,548  

Realized Principal Investment Income (n)

     (27,499     (29,421     (59,472     (147,331
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Related Earnings

   $ 1,783,428     $ 1,459,503     $ 3,331,409     $ 2,721,559  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Reconciliation

        

Distributable Earnings

   $ 1,977,249     $ 1,565,763     $ 3,742,087     $ 2,976,568  

Interest Expense (o)

     144,830       125,033       274,888       242,983  

Taxes and Related Payables (j)

     209,833       195,015       419,269       382,745  

Depreciation and Amortization (p)

     25,772       26,642       51,910       48,868  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

   $ 2,357,684     $ 1,912,453     $ 4,488,154     $ 3,651,164  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(a)

This adjustment removes Transaction-Related and Non-Recurring Items, which are excluded from Blackstone’s segment presentation. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance.

 

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(b)

This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation.

(c)

This adjustment reverses the effect of consolidating Blackstone funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.

(d)

This adjustment removes Unrealized Performance Revenues on a segment basis. The Segment Adjustment represents the add back of performance revenues earned from consolidated Blackstone funds which have been eliminated in consolidation.

 

$                          $                          $                          $                         
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2026      2025     2026     2025  
     (Dollars in Thousands)  

GAAP Unrealized Performance Allocations

   $ 587,140      $ 313,283     $ 870,592     $ 576,484  

Segment Adjustment

     10        (27     (87     (27
  

 

 

    

 

 

   

 

 

   

 

 

 

Unrealized Performance Revenues

   $ 587,150      $ 313,256     $ 870,505     $ 576,457  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

(e)

This adjustment removes Unrealized Performance Allocations Compensation.

(f)

This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis. The Segment Adjustment represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.

 

$                          $                          $                          $                         
     Three Months
Ended June 30,
    Six Months Ended
June 30,
 
     2026      2025     2026      2025  
     (Dollars in Thousands)  

GAAP Unrealized Principal Investment Income

   $ 414,821      $ 365,391     $ 29,819      $ 524,104  

Segment Adjustment

     28,365        (71,298     91,231        (68,754
  

 

 

    

 

 

   

 

 

    

 

 

 

Unrealized Principal Investment Income

   $ 443,186      $ 294,093     $ 121,050      $ 455,350  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(g)

This adjustment removes Other Revenues on a segment basis. The Segment Adjustment represents the removal of certain Transaction-Related and Non-Recurring Items.

 

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$                          $                          $                          $                         
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2026     2025     2026     2025  
     (Dollars in Thousands)  

GAAP Other Revenue

   $ 11,947     $ (225,063   $ 62,920     $ (298,673

Segment Adjustment

     (49     (20     (94     (45
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Revenues

   $ 11,898     $ (225,083   $ 62,826     $ (298,718
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(h)

This adjustment removes Equity-Based Compensation on a segment basis.

(i)

This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.

(j)

Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and adjusted for impacts of divestitures and tax contingencies. For interim periods, taxes are calculated using the preferred annualized effective tax rate approach. Related Payables represent tax-related payables including the amount payable to the holders of the tax receivable agreements based on expected tax savings generated in the respective period. See “—Key Financial Measures and Indicators — Distributable Earnings” for the full definition of Taxes and Related Payables.

 

$                          $                          $                          $                         
     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2026      2025      2026      2025  
     (Dollars in Thousands)  

Taxes

   $ 179,996      $ 167,162      $ 358,753      $ 329,697  

Related Payables

     29,837        27,853        60,516        53,048  
  

 

 

    

 

 

    

 

 

    

 

 

 

Taxes and Related Payables

   $ 209,833      $ 195,015      $ 419,269      $ 382,745  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(k)

This adjustment removes Interest and Dividend Revenue less Interest Expense on a segment basis. The Segment Adjustment represents (1) the add back of Interest and Dividend Revenue earned from consolidated Blackstone funds which have been eliminated in consolidation, and (2) the removal of interest expense associated with the Tax Receivable Agreement.

 

$                          $                          $                          $                         
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2026     2025     2026     2025  
     (Dollars in Thousands)  

GAAP Interest and Dividend Revenue

   $ 134,224     $ 100,389     $ 242,164     $ 197,809  

Segment Adjustment

           1             1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and Dividend Revenue

     134,224       100,390       242,164       197,810  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP Interest Expense

     145,023       135,822       282,076       253,937  

Segment Adjustment

     (193     (10,789     (7,188     (10,954
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest Expense

     144,830       125,033       274,888       242,983  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Interest and Dividend Loss

   $ (10,606   $ (24,643   $ (32,724   $ (45,173
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(l)

This adjustment removes the total segment amount of Realized Performance Revenues.

(m)

This adjustment removes the total segment amount of Realized Performance Compensation.

 

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(n)

This adjustment removes the total segment amount of Realized Principal Investment Income.

(o)

This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement.

(p)

This adjustment adds back Depreciation and Amortization on a segment basis.

The following tables are a reconciliation of Total GAAP Investments to Net Accrued Performance Revenues. Total GAAP Investments and Net Accrued Performance Revenues consist of the following:

 

$                          $                         
     June 30,  
     2026     2025  
     (Dollars in Thousands)  

Investments of Consolidated Blackstone Funds

   $ 5,233,815     $ 5,101,278  

Equity Method Investments

    

Partnership Investments

     6,535,521       6,942,526  

Accrued Performance Allocations

     13,906,754       12,054,879  

Corporate Treasury Investments

     401,465       229,497  

Other Investments

     8,510,174       6,807,324  
  

 

 

   

 

 

 

Total GAAP Investments

   $ 34,587,729     $ 31,135,504  
  

 

 

   

 

 

 

Accrued Performance Allocations - GAAP

   $ 13,906,754     $ 12,054,879  

Due from Affiliates - GAAP (a)

     169,131       229,359  

Less: Net Realized Performance Revenues (b)

     (591,552     (456,507

Less: Accrued Performance Compensation - GAAP (c)

     (6,016,432     (5,220,188
  

 

 

   

 

 

 

Net Accrued Performance Revenues

   $ 7,467,901     $ 6,607,543  
  

 

 

   

 

 

 
 
  (a)

Represents GAAP accrued performance revenue recorded within Due from Affiliates.

  (b)

Represents Performance Revenues realized but not yet distributed as of the reporting date and are included in Distributable Earnings in the period they are realized.

  (c)

Represents GAAP accrued performance compensation associated with Accrued Performance Allocations and is recorded within Accrued Compensation and Benefits and Due to Affiliates.

Liquidity and Capital Resources

General

Blackstone’s business model derives revenue primarily from third-party Assets Under Management. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to support the working capital or operating needs of our businesses. We draw primarily on the long-term committed or invested capital of investors in our investment vehicles to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, where our minimum general partner commitments are generally less than 5% of the limited partner commitments of a fund, and pay dividends to stockholders and distributions to holders of Holdings Units.

Fluctuations in our statement of financial condition result primarily from activities of the Blackstone Funds that are consolidated as well as business transactions, such as the issuance of senior notes. The majority economic ownership interests of such consolidated Blackstone funds are reflected as Redeemable Non-Controlling Interests in Consolidated Entities, and Non-Controlling Interests in Consolidated Entities in the Consolidated Financial Statements. The consolidation of these Blackstone funds has no net effect on Blackstone’s Net Income or Equity.

 

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Additionally, fluctuations in our statement of financial condition also include appreciation or depreciation in Blackstone investments in the non-consolidated Blackstone funds, additional investments and redemptions of such interests in the non-consolidated Blackstone funds and the collection of receivables related to management and advisory fees.

Total Assets were $49.9 billion as of June 30, 2026, an increase of $2.2 billion from December 31, 2025. The increase in Total Assets was primarily attributable to an increase of $2.1 billion in total assets attributable to consolidated operating partnerships.

 

   

The increase in total assets attributable to consolidated operating partnerships was primarily attributable to an increase of $2.3 billion in Investments. The increase in Investments was primarily attributable to appreciation in our Private Equity segment.

Total Liabilities were $27.5 billion as of June 30, 2026, an increase of $1.6 billion from December 31, 2025. The increase in Total Liabilities was primarily attributable to an increase of $1.7 billion in total liabilities attributable to consolidated operating partnerships.

 

   

The increase in total liabilities attributable to consolidated operating partnerships was primarily attributable to increases of $752.1 million in Loans Payable and of $432.8 million in Accrued Compensation and Benefits.

 

     

The increase in Loans Payable was primarily attributable to a draw of our revolving credit facility (the “Revolving Credit Facility”) during the quarter ended March 31, 2026.

 

     

The increase in Accrued Compensation and Benefits was primarily attributable to an increase in compensation-related accruals.

Sources and Uses of Liquidity

We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in our businesses, the proceeds from our issuances of senior notes and other borrowings, liquid investments we hold on our Condensed Consolidated Statement of Financial Condition and access to our $4.325 billion committed Revolving Credit Facility. As of June 30, 2026, Blackstone had $2.5 billion in Cash and Cash Equivalents, $401.5 million invested in Corporate Treasury Investments and $8.5 billion in Other Investments (which included $7.8 billion of liquid investments), against $13.2 billion in borrowings, which included our bond issuances and $800.0 million of outstanding borrowings under the Revolving Credit Facility.

In addition to the cash we receive from our notes offerings and availability under the Revolving Credit Facility and other borrowings, we expect to receive (a) cash generated from operating activities, (b) Performance Revenue realizations, and (c) realizations on the fund investments that we make. The amounts and timing of cash received from sources in particular may vary substantially from year to year and quarter to quarter depending on the frequency and size of realization events, timing of settlement, the form in which we elect to receive payment (including in-kind) and net returns experienced by our investment funds. Our available capital could be adversely affected if there are prolonged periods of few substantial realizations from our investment funds accompanied by substantial capital calls for new investments from those investment funds. Therefore, Blackstone’s commitments to our funds are taken into consideration when managing our overall liquidity and cash position.

 

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We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our existing businesses, which includes, without limitation, funding our general partner and co-investment commitments to our funds and warehousing investments for our funds, (b) provide capital for business expansion, (c) pay operating expenses, including cash compensation to our employees, and other obligations as they arise, including servicing debts, (d) pay income taxes and (e) pay dividends to our stockholders, make distributions to the holders of Blackstone Holdings Partnership Units and make repurchases under our share repurchase program. For a tabular presentation of Blackstone’s contractual obligations and the expected timing of such see “—Contractual Obligations.”

 

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Capital Commitments

Our own capital commitments to our funds, the funds we invest in and our investment strategies as of June 30, 2026 consisted of the following:

 

$                          $                          $                          $                         
     Blackstone and
General Partner (a)
   Senior Managing Directors
and Certain Other
Professionals (b)

Fund

   Original
Commitment
   Remaining
Commitment
   Original
Commitment
   Remaining
Commitment
     (Dollars in Thousands)

Real Estate

           

BREP VII

   $ 300,000      $ 18,989      $ 100,000      $ 6,330  

BREP VIII

     300,000        22,744        100,000        7,581  

BREP IX

     300,000        39,056        100,000        13,019  

BREP X

     300,000        158,750        100,000        52,917  

BREP Europe III

     100,000        2,493        35,000        831  

BREP Europe IV

     130,000        10,641        43,333        3,547  

BREP Europe V

     150,000        12,476        43,333        3,604  

BREP Europe VI

     130,000        38,004        43,333        12,668  

BREP Europe VII

     130,000        75,128        43,333        25,043  

BREP Asia I

     50,000        7,151        16,667        2,384  

BREP Asia II

     70,707        11,579        23,569        3,860  

BREP Asia III

     81,078        41,994        27,026        13,998  

BREDS III

     50,000        11,358        16,667        3,786  

BREDS IV

     50,000        10,613        49,113        10,425  

BREDS V

     50,000        37,965        48,070        36,499  

BPP

     250,934        24,473                

Other (c)

     63,220        38,868                
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Real Estate

     2,505,939        562,282        789,444        196,492  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Private Equity

           

BCP V

     593,356        29,573                

BCP VI

     719,718        81,400        250,000        28,275  

BCP VII

     500,000        25,739        225,000        11,582  

BCP VIII

     500,000        91,308        225,000        41,089  

BCP IX

     500,000        415,389        225,000        186,925  

BEP I

     50,000        4,728                

BEP II

     80,000        10,498        26,667        3,499  

BEP III

     80,000        32,162        26,667        10,721  

BETP IV

     80,000        36,224        26,667        12,075  

BETP V

     111,814        111,814        37,271        37,271  

BCP Asia I

     40,000        5,869        13,333        1,956  

BCP Asia II

     100,000        47,306        33,333        15,769  

BCP Asia III

     200,000        200,000        66,667        66,667  

 

continued...

 

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Capital Commitments continued

 

$                          $                          $                          $                         
     Blackstone and
General Partner (a)
   Senior Managing Directors
and Certain Other
Professionals (b)

Fund

   Original
Commitment
   Remaining
Commitment
   Original
Commitment
   Remaining
Commitment
     (Dollars in Thousands)

Private Equity (continued)

           

Core Private Equity I

   $ 117,747      $ 27,016      $ 18,992      $ 4,358  

Core Private Equity II

     160,000        118,070        32,640        24,086  

Tactical Opportunities

     558,492        222,313        186,164        74,104  

Strategic Partners (Secondaries)

     1,910,861        935,245        1,541,281        831,632  

BIP

     568,934        141,405                

Life Sciences

     239,856        157,547        37,353        18,674  

Growth

     170,221        93,191        56,405        31,041  

Other (c)

     90,209        21,057                
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Private Equity

     7,371,208        2,807,854        3,028,440        1,399,724  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Credit & Insurance

           

Mezzanine / Opportunistic II

     120,000        29,059        110,101        26,661  

Mezzanine / Opportunistic III

     130,783        33,617        98,118        25,221  

Mezzanine / Opportunistic IV

     122,000        50,984        116,146        48,537  

Mezzanine / Opportunistic V

     130,000        121,420        122,140        114,079  

Stressed / Distressed II

     125,000        51,612        119,878        49,497  

Stressed / Distressed III

     151,000        20,422        146,432        19,804  

European Senior Debt I

     63,000        2,873        56,882        2,594  

European Senior Debt II

     92,982        32,426        90,915        31,751  

European Senior Debt III

     23,870        10,326        19,807        8,568  

Energy I

     80,000        36,700        75,445        34,611  

Energy II

     150,000        102,832        149,011        102,154  

Energy III

     127,000        110,741        120,493        105,067  

Energy SMAs

     52,829        25,370        4,944        3,281  

Credit Alpha Fund

     52,102        19,752        50,670        19,209  

Credit Alpha Fund II

     25,500        12,550        24,360        11,988  

Direct Lending SMAs

     103,485        63,391        53,849        33,403  

European Senior Direct Lending Fund

     32,106        25,544        21,241        16,899  

Blackstone Asset Based Finance Partners LP

     57,068        57,068        29,077        29,077  

Other (c)

     126,067        82,936        1,728        709  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Credit & Insurance

     1,764,792        889,623        1,411,237        683,110  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

continued...

 

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Capital Commitments continued

 

$                          $                          $                          $                         
     Blackstone and
General Partner (a)
   Senior Managing Directors
and Certain Other
Professionals (b)

Fund

   Original
Commitment
   Remaining
Commitment
   Original
Commitment
   Remaining
Commitment
     (Dollars in Thousands)

Multi-Asset Investing

           

Strategic Alliance III

   $ 22,000      $ 24,263      $      $  

Strategic Alliance IV

     15,000        9,287                

Dislocation

     20,000        12,156                

Other (c)

     4,746        1,847                
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Multi-Asset Investing

     61,746        47,553                
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Other

           

Treasury (d)

     1,889,212        1,597,241                
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

   $ 13,592,897      $ 5,904,553      $ 5,229,121      $ 2,279,326  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 
(a)

We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described above will be more than sufficient to fund our working capital requirements. Additionally, for some of the general partner commitments shown in the table above, we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. The amounts of the aggregate applicable general partner original and remaining commitment are shown in the table above. Remaining commitment may exceed original commitment due to recallable capital.

(b)

Includes the full portion of our commitments (1) required to be funded by senior managing directors and certain other professionals and (2) that are elected by such individuals to be funded for the life of a fund, where such fund permits such election. Excludes amounts that are elected by such individuals to be funded on an annual basis and certain de minimis commitments funded by such individuals in certain carry funds.

(c)

Represents capital commitments in each respective segment to a number of other funds.

(d)

Represents loan origination commitments, revolver commitments and capital market commitments.

For a tabular presentation of the timing of Blackstone’s remaining capital commitments to our funds, the funds we invest in and our investment strategies see “—Contractual Obligations.”

 

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Borrowings

As of June 30, 2026, Blackstone Holdings Finance Co. L.L.C. and Blackstone Reg Finance Co. L.L.C. (each an “Issuer” and together the “Issuers”), both indirect subsidiaries of Blackstone, had issued and outstanding the following senior notes (collectively the “Notes”):

 

$                         

Senior Notes (a)

   Aggregate
Principal
Amount
(Dollars/Euros
in Thousands)
 

1.000%, Due 10/5/2026

   600,000  

3.150%, Due 10/2/2027

   $ 300,000  

5.900%, Due 11/3/2027

   $ 600,000  

1.625%, Due 8/5/2028

   $ 650,000  

1.500%, Due 4/10/2029

   600,000  

2.500%, Due 1/10/2030

   $ 500,000  

4.300%, Due 11/3/2030 (b)

   $ 600,000  

1.600%, Due 3/30/2031

   $ 500,000  

2.000%, Due 1/30/2032

   $ 800,000  

2.550%, Due 3/30/2032

   $ 500,000  

6.200%, Due 4/22/2033

   $ 900,000  

3.500%, Due 6/1/2034

   500,000  

5.000%, Due 12/6/2034 (b)

   $ 750,000  

4.950%, Due 2/15/2036 (b)

   $ 600,000  

6.250%, Due 8/15/2042

   $ 250,000  

5.000%, Due 6/15/2044

   $ 500,000  

4.450%, Due 7/15/2045

   $ 350,000  

4.000%, Due 10/2/2047

   $ 300,000  

3.500%, Due 9/10/2049

   $ 400,000  

2.800%, Due 9/30/2050

   $ 400,000  

2.850%, Due 8/5/2051

   $ 550,000  

3.200%, Due 1/30/2052

   $ 1,000,000  
  

 

 

 
   $ 12,391,740  
  

 

 

 
 
  (a)

The Notes are unsecured and unsubordinated obligations of the Issuers, as applicable, and are fully and unconditionally guaranteed, jointly and severally, by Blackstone Inc. and each of the Blackstone Holdings Partnerships (the “Guarantors”). The Notes contain customary covenants and financial restrictions that, among other things, limit the Issuers and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Notes also contain customary events of default. All or a portion of the Notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the Notes are subject to repurchase at the repurchase price as set forth in the Notes.

  (b)

The Registered 2030, 2034 and 2036 Notes’ Guarantors and Issuer, Blackstone Reg Finance Co. L.L.C. (collectively, the “Obligor Group”) do not have material assets, liabilities and results of operations, with the exception of certain amounts already disclosed in our condensed consolidated financial statements (specifically, goodwill, the majority of our deferred tax assets, the Tax Receivable Agreement liability and the

 

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  Registered 2030, 2034 and 2036 Notes). Therefore, we have excluded the summarized financial information for the Obligor Group due to management’s belief that such summarized financial information would be repetitive and would not provide material information to investors. For additional information see Note 11. “Borrowings” in the “Notes to Condensed Consolidated Financial Statements” in “— Item 1. Financial Statements” of this filing.

Blackstone, through Blackstone Holdings Finance Co. L.L.C., has a $4.325 billion unsecured Revolving Credit Facility with Citibank, N.A., as administrative agent with a maturity date of October 16, 2030. As of June 30, 2026, Blackstone had $800.0 million of outstanding borrowings under the Revolving Credit Facility. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Revolving Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.

For a tabular presentation of the payment timing of principal and interest due on Blackstone’s issued notes and the Revolving Credit Facility see “—Contractual Obligations.”

 

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Contractual Obligations

The following table sets forth information relating to our contractual obligations as of June 30, 2026 on a consolidated basis and on a basis deconsolidating the Blackstone Funds:

 

$                          $                          $                          $                          $                         

Contractual Obligations

   July 1, 2026 to
December 31, 2026
  2027-2028   2029-2030   Thereafter    Total
     (Dollars in Thousands)

Operating Lease Obligations (a)

   $ 116,542     $ 415,225     $ 288,011     $ 760,436      $ 1,580,214  

Purchase Obligations

     93,106       163,684       7,260       44        264,094  

Blackstone Operating Borrowings (b)

     685,320       1,550,000       2,585,320       8,371,100        13,191,740  

Interest on Blackstone Operating Borrowings (c)

     275,050       1,019,016       929,086       3,221,059        5,444,211  

Borrowings of Consolidated Blackstone Funds

                 126,896              126,896  

Interest on Borrowings of Consolidated Blackstone Funds

     4,400       16,421       2,021              22,842  

Blackstone Funds Capital Commitments to Investee Funds (d)

     891,114                          891,114  

Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (e)

           243,837       413,287       1,409,979        2,067,103  

Unrecognized Tax Benefits, Including Interest and Penalties (f)

                               

Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (g)

     5,904,553                          5,904,553  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Consolidated Contractual Obligations

     7,970,085       3,408,183       4,351,881       13,762,618        29,492,767  

Borrowings of Consolidated Blackstone Funds

                 (126,896            (126,896

Interest on Borrowings of Consolidated Blackstone Funds

     (4,400     (16,421     (2,021            (22,842

Blackstone Funds Capital Commitments to Investee Funds (d)

     (891,114                        (891,114
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Blackstone Operating Entities Contractual Obligations

   $ 7,074,571     $ 3,391,762     $ 4,222,964     $ 13,762,618      $ 28,451,915  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 
(a)

We lease our primary office space and certain office equipment under agreements that expire through 2043. Occupancy lease agreements, in addition to contractual rent payments, generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable they are included in the table above. The table above includes operating leases that are recognized as Operating Lease Liabilities, short-term leases that are not recorded as Operating Lease Liabilities and leases that have been signed but not yet commenced which are not recorded as Operating Lease Liabilities. The amounts in this table are presented net of contractual sublease commitments.

(b)

Represents the principal amounts due on our senior notes. For our senior notes, we assume no pre-payments and the borrowings are held until their final maturity. As of June 30, 2026, we had $800.0 million of outstanding borrowings under our Revolving Credit Facility, which are presented as due in 2030, the contractual maturity date of the Revolving Credit Facility.

 

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(c)

Represents interest to be paid over the maturity of our senior notes. For our senior notes, we assume no pre-payments and the borrowings are held until their final maturity. These amounts include commitment fees for unutilized borrowings under the Revolving Credit Facility.

(d)

These obligations represent commitments of the consolidated Blackstone funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.

(e)

Represents obligations by Blackstone to make payments under the tax receivable agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s initial public offering (“IPO”) in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings expected to be realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the condensed consolidated financial statements and shown in Note 15. “Related Party Transactions” (see “—Item 1. Financial Statements”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.

(f)

Blackstone is not able to make a reasonably reliable estimate of the timing of payments in individual years in connection with gross unrecognized benefits of $340.0 million and interest of $137.1 million as of June 30, 2026; therefore, such amounts are not included in the above contractual obligations table.

(g)

These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.

Guarantees

Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 16. “Commitments and Contingencies — Contingencies — Guarantees” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

Indemnifications

In many of its service contracts, Blackstone agrees to indemnify the third-party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the above contractual obligations table or recorded in our condensed consolidated financial statements as of June 30, 2026.

Clawback Obligations

Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceed the amount due to Blackstone based on cumulative results of that fund. The amounts and nature of Blackstone’s clawback obligations are described in Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

 

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Share Repurchase Program

On July 16, 2024, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

During the three and six months ended June 30, 2026, Blackstone repurchased 0.2 million and 0.4 million shares of common stock, pursuant to its repurchase program, at a total cost of $24.0 million and $48.4 million, respectively. As of June 30, 2026, the amount remaining available for repurchases under the program was $1.6 billion.

Dividends

Our intention is to pay to holders of common stock a quarterly dividend representing approximately 85% of Blackstone Inc.’s share of Distributable Earnings, subject to adjustment by amounts determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to stockholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter.

For Blackstone’s definition of Distributable Earnings, see “—Key Financial Measures and Indicators.”

All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors, and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such quarterly dividends or even to eliminate such dividends entirely.

Because the publicly traded entity and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements, the amounts ultimately paid as dividends by Blackstone to common stockholders in respect of each fiscal year are generally expected to be less, on a per share or per unit basis, than the amounts distributed by the Blackstone Holdings Partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships in respect of their Blackstone Holdings Partnership Units.

Dividends are treated as qualified dividends to the extent of Blackstone’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of the stockholder’s basis.

 

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The following graph shows fiscal quarterly and annual per common stockholder dividends for 2026 and 2025. Dividends are declared and paid in the quarter subsequent to the quarter in which they are earned.

 

LOGO

With respect to the second quarter of fiscal year 2026, we paid to stockholders of our common stock a dividend of $1.29 per share, aggregating to $2.45 per share of common stock in respect of the two fiscal quarters ended June 30, 2026. With respect to fiscal year 2025, we paid stockholders aggregate dividends of $4.74 per share.

Leverage

We may, under certain circumstances, use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our stockholders. In addition to the borrowings from our notes issuances and our Revolving Credit Facility, we may use asset based financing arrangements, including but not limited to margin loans, reverse repurchase agreements, repurchase agreements and securities sold, not yet purchased. Reverse repurchase agreements are entered into primarily to take advantage of opportunistic yields otherwise absent in the overnight markets and also to use the collateral received to cover securities sold, not yet purchased. Repurchase agreements are entered into primarily to opportunistically yield higher spreads on purchased securities. The balances held in these financial instruments fluctuate based on Blackstone’s liquidity needs, market conditions and investment risk profiles.

 

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The following table presents information regarding financial instruments which are included in Accounts Payable, Accrued Expenses and Other Liabilities in our Condensed Consolidated Statements of Financial Condition:

 

$                         
     Repurchase
Agreements
 
     (Dollars in Millions)  

Balance, June 30, 2026

   $ 338.5  

Balance, December 31, 2025

   $ 289.2  

Six Months Ended June 30, 2026

  

Average Daily Balance

   $ 394.8  

Maximum Daily Balance

   $ 605.9  

Critical Accounting Policies

We prepare our condensed consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our condensed consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. For a description of our accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

Principles of Consolidation

For a description of our accounting policy on consolidation, see Note 2. “Summary of Significant Accounting Policies — Consolidation” and Note 8. “Variable Interest Entities” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” for detailed information on Blackstone’s involvement with VIEs. The following discussion is intended to provide supplemental information about how the application of consolidation principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.

The determination that Blackstone holds a controlling financial interest in a Blackstone Fund or investment vehicle significantly changes the presentation of our condensed consolidated financial statements. In our Condensed Consolidated Statements of Financial Position included in this filing, we present 100% of the assets and liabilities of consolidated VIEs along with a non-controlling interest which represents the portion of the consolidated vehicle’s interests held by third parties. However, assets of our consolidated VIEs can only be used to settle obligations of the consolidated VIE and are not available for general use by Blackstone. Further, the liabilities of our consolidated VIEs do not have recourse to the general credit of Blackstone. In the Condensed Consolidated Statements of Operations, we eliminate any management fees, Incentive Fees, or Performance Allocations received or accrued from consolidated VIEs as they are considered intercompany transactions. We recognize 100% of the consolidated VIE’s investment income (loss) and allocate the portion of that income (loss) attributable to third-party ownership to non-controlling interests in arriving at Net Income Attributable to Blackstone Inc.

 

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The assessment of whether we consolidate a Blackstone Fund or investment vehicle we manage requires the application of significant judgment. These judgments are applied both at the time we become involved with the VIE and on an ongoing basis and include, but are not limited to:

 

   

Determining whether our management fees, Incentive Fees or Performance Allocations represent variable interests – We make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third-party investment in the entity and the terms of any other interests we hold in the VIE.

 

   

Determining whether kick-out rights are substantive – We make judgments as to whether the third-party investors in a partnership entity have the ability to remove the general partner, the investment manager or its equivalent, or to dissolve (liquidate) the partnership entity, through a simple majority vote. This includes an evaluation of whether barriers to exercise these rights exist.

 

   

Concluding whether Blackstone has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE – As there is no explicit threshold in GAAP to define “potentially significant,” management must apply judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met.

Revenue Recognition

For a description of our accounting policy on revenue recognition, see Note 2. “Summary of Significant Accounting Policies — Revenue Recognition” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements.” For an additional description of the nature of our revenue arrangements, including how management fees, Incentive Fees, and Performance Allocations are generated, please refer to “Part I. Item 1. Business — Fee Structure/Incentive Arrangements” in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion is intended to provide supplemental information about how the application of revenue recognition principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.

Management and Advisory Fees, Net — Blackstone earns base management fees from its customers at a fixed percentage of a calculation base. The range of management fee rates and the calculation base from which they are earned, generally, are as follows:

For vehicles within the Real Estate segment:

 

   

0.35% to 1.50% of committed capital or invested capital during the investment period, invested capital subsequent to the investment period, or gross asset value for certain drawdown vehicles and co-investment vehicles,

 

   

0.40% to 1.25% of net asset value for certain separately managed accounts, perpetual capital vehicles, drawdown vehicles, and co-investment vehicles, and

 

   

1.50% of BXMT’s net proceeds received from equity offerings and accumulated “distributable earnings” (which is generally equal to its GAAP net income excluding certain non-cash and other items), subject to certain adjustments.

For vehicles within the Private Equity segment:

 

   

0.50% to 1.75% of committed capital during the investment period or invested capital or gross investment value subsequent to the investment period for drawdown vehicles and certain co-investment vehicles,

 

   

0.50% to 1.75% of invested capital for certain separately managed accounts and co-investment vehicles, and

 

   

0.75% to 1.25% of net asset value for perpetual capital vehicles.

 

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For vehicles within the Credit & Insurance segment:

 

   

0.20% to 1.25% of net asset value or fair value of investments for certain separately managed accounts and open-ended vehicles,

 

   

0.35% to 1.25% of net asset value or gross asset value of our BDCs and certain registered investment companies,

 

   

0.30% to 0.50% of the aggregate par amount of collateral assets, including principal cash, for CLO vehicles, and

 

   

0.20% to 1.50% of invested capital for drawdown vehicles and certain separately managed accounts.

For vehicles within the Multi-Asset Investing segment:

 

   

0.20% to 1.50% of net asset value for all vehicles.

Management fee calculations based on committed capital or invested capital are mechanical in nature and therefore do not require the use of significant estimates or judgments. Management fee calculations based on net asset value, gross asset value, or investment fair value depend on the fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used as well as economic conditions. See “—Fair Value” below for further discussion of the judgment required for determining the fair value of the underlying investments.

Investment Income (Loss) — Performance Allocations are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. Blackstone has concluded that investments made alongside its limited partners in a partnership which entitle Blackstone to a Performance Allocation represent equity method investments that are not in the scope of the GAAP guidance on accounting for revenues from contracts with customers. Blackstone accounts for these arrangements under the equity method of accounting. Under the equity method, Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period Blackstone calculates the accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. Performance Allocations are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results.

The change in the fair value of the investments held by certain Blackstone Funds is a significant input into the accrued Performance Allocation calculation and accrual for potential repayment of previously received Performance Allocations. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds. See “—Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments.

Fair Value

Blackstone uses fair value throughout the reporting process. For a description of our accounting policies related to valuation, see Note 2. “Summary of Significant Accounting Policies — Fair Value of Financial Instruments” and “Summary of Significant Accounting Policies — Investments, at Fair Value” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing. The following discussion is intended to provide supplemental information about how the application of fair value principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.

 

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The fair value of the investments held by Blackstone Funds is the primary input to the calculation of certain of our management fees, Incentive Fees, Performance Allocations and the related Compensation we recognize. Generally, Blackstone Funds are accounted for in accordance with the GAAP guidance on investment companies, and under the American Institute of Certified Public Accountants Audit and Accounting Guide, Investment Companies, and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.

Blackstone has also elected the fair value option for certain instruments it owns directly, including loans and receivables, investments in private debt securities and other proprietary investments. Blackstone is required to measure certain financial instruments at fair value, including debt instruments, equity securities and freestanding derivatives.

Fair Value of Investments or Instruments That Are Publicly Traded

Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time. A discount to the publicly traded price may be appropriate in instances where a legal restriction is a characteristic of the security, such as may be required under SEC Rule 144. The amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.

Fair Value of Investments or Instruments That Are Not Publicly Traded

Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is generally the income approach which provides an indication of fair value based on the present value of cash flows that a business, security, or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. Our secondary methodology, generally used to corroborate the results of the income approach, is typically the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions, or assets, and includes making judgments about which companies, transactions, or assets are comparable. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, discount to sale, probability weighted methods or recent round of financing.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.

 

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Management Process on Fair Value

Due to the importance of fair value throughout the condensed consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by Blackstone Funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams. For investments held by vehicles managed by more than one business unit, Blackstone has developed a process designed to facilitate coordination and alignment, as appropriate, of the fair value of in-scope investments across business units.

For investments valued utilizing the income method and where Blackstone has information rights, we generally have a direct line of communication with each of the Companies’ and underlying assets’ finance teams and collect financial data used to support projections used in a discounted cash flow analysis. The valuation team then analyzes the data received and updates the valuation models reflecting any changes in the underlying cash flow projections, weighted-average cost of capital, exit multiple or capitalization rate, and any other valuation input relevant to economic conditions.

The results of all valuations of investments held by Blackstone Funds and investment vehicles are reviewed by the relevant business unit’s valuation sub-committee, which is comprised of key personnel from the business unit, typically the chief investment officer, chief operating officer, chief financial officer, head of finance, chief compliance officer (or their respective equivalents where applicable) and other senior managing directors in the business or support functions. To further corroborate results, each business unit also generally obtains either a positive assurance opinion or a range of value from an independent valuation party, at least annually for internally prepared valuations for investments that have been held by Blackstone Funds and investment vehicles for greater than a year and quarterly for certain investments. Our firmwide valuation committee, chaired by our Chief Financial Officer and comprised of senior members of our businesses and representatives from corporate functions, including legal and finance, reviews the valuation process for investments held by us and our investment vehicles, including the application of appropriate valuation standards on a consistent basis. Each quarter, the valuation process is also reviewed by the audit committee of our board of directors, which is comprised of our non-employee directors.

Income Tax

For a description of our accounting policy on taxes and additional information on taxes see Note 2. “Summary of Significant Accounting Policies” and Note 12. “Income Taxes” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

Our provision for income taxes is comprised of current and deferred taxes. Current income taxes approximate taxes to be paid or refunded for the current period. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the applicable enacted tax rates and laws that will be in effect when such differences are expected to reverse.

Additionally, significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax balances (including any valuation allowance), accrued interest or penalties and uncertain tax positions. In evaluating these judgments, we consider, among other items, projections of taxable income (including the character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that Blackstone uses to manage its business. To the extent any portion of the deferred tax assets are not considered to be more likely than not to be realized, a valuation allowance is recorded.

 

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Revisions in estimates and/or actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on Blackstone, if any, can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance revenues and investment income. There were no material changes in our market risks as of June 30, 2026 as compared to December 31, 2025. For additional information, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II. Other Information

Item 1. Legal Proceedings

We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our condensed consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 16. Commitments and Contingencies — Contingencies — Litigation.”

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in our subsequently filed reports, all of which are accessible on the United States Securities and Exchange Commission’s website at www.sec.gov.

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factor entitled “Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.” in our Annual Report on Form 10-K for the year ended December 31, 2025.

The risks described in our Annual Report on Form 10-K and in our subsequently filed periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information regarding repurchases of shares of our common stock during the three months ended June 30, 2026:

 

$                          $                          $                          $                         

Period

   Total Number
of Shares
Purchased
   Average
Price Paid
per Share
   Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (a)
   Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs
(Dollars in Thousands) (a)

Apr. 1 - Apr. 30, 2026

     5,128      $ 123.96        5,128      $ 1,664,642  

May 1 - May 31, 2026

     102,560      $ 120.27        102,560      $ 1,652,306  

Jun. 1 - Jun. 30, 2026

     92,312      $ 119.69        92,312      $ 1,641,258  
  

 

 

 

     

 

 

 

  
     200,000           200,000     
  

 

 

 

     

 

 

 

  
 
(a)

On July 16, 2024, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements,

 

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  price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 13. Earnings Per Share and Stockholders’ Equity — Share Repurchase Program” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Share Repurchase Program” for further information regarding this repurchase program.

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock and Blackstone Holdings Partnership Units.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Election of Directors

On August 6, 2026, Blackstone Group Management L.L.C., by a written consent as the sole holder of our Series II preferred stock, elected Stephen A. Schwarzman, Jonathan D. Gray, Joseph P. Baratta, William G. Parrett, James W. Breyer, Reginald J. Brown, Rochelle B. Lazarus, and Ruth Porat as directors of Blackstone Inc. Each director was serving as a director of Blackstone Inc. at the time of election.

Annual Meeting of Stockholders

We will hold our 2026 annual meeting of stockholders (the “Annual Meeting”) at 9:00 a.m., Eastern Time, on September 22, 2026. The Annual Meeting will be held in a virtual meeting format only. Stockholders of record at the close of business on August 21, 2026 (the “Record Date”) can attend the meeting at https://event.webcasts.com/starthere.jsp?ei=1767610&tp_key=a173f6d75a. In order to access the Annual Meeting, please be prepared to confirm your ownership of common stock as of the Record Date. Please note that there will not be any matter for stockholders to vote on at the Annual Meeting, and, as such, no action is expected to be taken at the Annual Meeting. Please note that we are not planning on providing any update on our business during the Annual Meeting.

 

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Table of Contents

Item 6. Exhibits

 

Exhibit Number

  

Exhibit Description

 10.1*+    Seventh Amended and Restated Exchange Agreement, dated as of July 2, 2026, among Blackstone Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party thereto.
 10.2*+    Amended and Restated Exempted Limited Partnership Agreement of BMA Asia III GP L.P. dated as of August 7, 2026 and deemed effective as of February 3, 2025.
 10.3*+    Amended and Restated Exempted Limited Partnership Agreement of BXLS Yield GP L.P. dated as of August 7, 2026 and deemed effective as of September 20, 2021.
 31.1*    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
 31.2*    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
 32.1**    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2**    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*    Inline XBRL Taxonomy Extension Schema with Embedded Linkbases.
104*    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
*

Filed herewith.

**

Furnished herewith.

+

Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 7, 2026

 

Blackstone Inc.

/s/ Michael S. Chae

Name:   Michael S. Chae
Title:   Chief Financial Officer
  (Principal Financial Officer and Authorized Signatory)

 

148

Exhibit 10.1

SEVENTH AMENDED AND RESTATED EXCHANGE AGREEMENT

SEVENTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of July 2, 2026 among Blackstone Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party hereto.

WHEREAS, Blackstone Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners heretofore executed and delivered the Sixth Amended and Restated Exchange Agreement, dated as of February 7, 2022 (the “Sixth Amended and Restated Exchange Agreement”);

WHEREAS, the parties hereto desire to provide for the exchange of certain Blackstone Holdings Partnership Units for shares of Common Stock, on the terms and subject to the conditions set forth herein;

WHEREAS, the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) below, once exercised, represents a several, and not a joint and several, obligation of the Blackstone Holdings Partnerships (on a pro rata basis), and no Blackstone Holdings Partnership shall have any obligation or right to acquire Blackstone Holdings Partnership Units issued by another Blackstone Holdings Partnership;

WHEREAS, the parties to the Sixth Amended and Restated Exchange Agreement now desire to enter into this Agreement to amend and restate the Sixth Amended and Restated Exchange Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

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

Blackstone Holdings AI” means Blackstone Holdings AI L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

Blackstone Holdings I” means Blackstone Holdings I L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.


Blackstone Holdings II” means Blackstone Holdings II L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

Blackstone Holdings I/II General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware and the general partner of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, and any successor general partner thereof.

Blackstone Holdings III” means Blackstone Holdings III L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings III General Partner” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware, and the general partner of Blackstone Holdings III, and any successor general partner thereof.

Blackstone Holdings III GP Sub” means Blackstone Holdings III GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto.

Blackstone Holdings IV” means Blackstone Holdings IV L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings IV General Partner” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec and the general partner of Blackstone Holdings IV, and any successor general partner thereof.

Blackstone Holdings IV Holdco” means Blackstone PB IV L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto.

Blackstone Holdings General Partners” means, collectively, Blackstone Holdings I/II General Partner, Blackstone Holdings III General Partner and Blackstone Holdings IV General Partner.

Blackstone Holdings Limited Partner” means each Person that is as of the date of this Agreement or becomes from time to time a limited partner of each of the Blackstone Holdings Partnerships pursuant to the terms of the Blackstone Holdings Partnership Agreements.

Blackstone Holdings Partnership Agreements” means, collectively, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II, the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III and the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as they may each be amended, supplemented or restated from time to time.

Blackstone Holdings Partnership Unit” means, collectively, one unit of partnership interest in each of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV, issued pursuant to their respective Blackstone Holdings Partnership Agreements.

 

2


Blackstone Holdings Partnerships” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV.

Blackstone PB I” means Blackstone PB I L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto.

Blackstone PB II” means Blackstone PB II L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto.

Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

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

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

Exchange” has the meaning set forth in Section 2.1(a) of this Agreement.

Exchange Rate” means the number of shares of Common Stock for which a Blackstone Holdings Partnership Unit is entitled to be exchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1, which Exchange Rate shall be subject to modification as provided in Section 2.4 of this Agreement.

Issuer” means Blackstone Inc., a corporation formed under the laws of the State of Delaware, and any successor thereto.

Insider Trading Policy” means the Insider Trading Policy of the Issuer applicable to the directors and executive officers of the Issuer, as such insider trading policy may be amended from time to time.

Issuer Certificate of Incorporation” means the Certificate of Incorporation of the Issuer, dated August 6, 2021, as it may be amended, supplemented or restated from time to time.

Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association (including any group, organization, co-tenancy, plan, board, council or committee), government (including a country, state, county, or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).

Quarter” means, unless the context requires otherwise, a fiscal quarter of the Issuer.

 

3


Quarterly Exchange Date” means, unless the Issuer cancels such Quarterly Exchange Date pursuant to Section 2.8 hereof, the date that is the later to occur of either: (1) the second Business Day after the date on which the Issuer makes a public news release of its quarterly earnings for the prior Quarter, (2) the first day each Quarter that directors and executive officers of the Issuer are permitted to trade under the Insider Trading Policy, or (3) such other date as the Issuer shall determine in its sole discretion, provided with respect to clause (3) that the Issuer shall provide the Blackstone Holdings Limited Partners with reasonable notice of such date.

Sale Transaction” has the meaning set forth in Section 2.8 of this Agreement.

Transfer Agent” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Certificate of Incorporation to act as registrar and transfer agent for the Common Stock.

ARTICLE II

EXCHANGE OF BLACKSTONE HOLDINGS PARTNERSHIP UNITS

SECTION 2.1. Exchange of Blackstone Holdings Partnership Units.

(a) Subject to adjustment as provided in this Article II, to the provisions of the Blackstone Holdings Partnership Agreements and the Issuer Certificate of Incorporation and to the provisions of Section 2.2 hereof, each Blackstone Holdings Limited Partner shall be entitled on any Quarterly Exchange Date to surrender Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner to the Blackstone Holdings Partnerships in exchange for the delivery by the Blackstone Holdings Partnerships of a number of shares of Common Stock equal to the product of such number of Blackstone Holdings Partnership Units surrendered multiplied by the Exchange Rate (such exchange, an “Exchange”); provided that any such exchange is for a minimum of the lesser of 1,000 Blackstone Holdings Partnership Units or all of the vested Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner.

(b) On the date Blackstone Holdings Partnership Units are surrendered for exchange, all rights of the exchanging Blackstone Holdings Limited Partner as holder of such Blackstone Holdings Partnership Units shall cease, and such exchanging Blackstone Holdings Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Certificate of Incorporation) of such shares of Common Stock.

(c) For the avoidance of doubt, any exchange of Blackstone Holdings Partnership Units shall be subject to the provisions of the Blackstone Holdings Partnership Agreements, including without limitation the provisions of Sections 8.01, 8.03 and 8.04.

SECTION 2.2. Exchange Procedures. (a) A Blackstone Holdings Limited Partner may exercise the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) above by providing a written notice of exchange at least sixty (60) days prior to the applicable Quarterly Exchange Date to each of the Blackstone Holdings General Partners substantially in the form of Exhibit A hereto, duly executed by such holder or such holder’s duly authorized attorney in respect of the Blackstone Holdings Partnership Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Issuer or the Blackstone Holdings General Partners, as applicable.

 

4


(b) As promptly as practicable following the surrender for exchange of Blackstone Holdings Partnership Units in the manner provided in this Article II, the Blackstone Holdings Partnerships shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of shares of Common Stock issuable upon such exchange, issued in the name of such exchanging Blackstone Holdings Limited Partner.

(c) The Blackstone Holdings Partnerships may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election for exchange.

SECTION 2.3. Blackout Periods and Ownership Restrictions.

(a) Notwithstanding anything to the contrary, a Blackstone Holdings Limited Partner shall not be entitled to exchange Blackstone Holdings Partnership Units, and the Issuer and the Blackstone Holdings Partnerships shall have the right to refuse to honor any request for exchange of Blackstone Holdings Partnership Units, (i) at any time or during any period if the Issuer or the Blackstone Holdings Partnerships shall determine, based on the advice of counsel (which may be inside counsel), that there may be material non-public information that may affect the trading price per share of Common Stock at such time or during such period or (ii) if such exchange would be prohibited under applicable law or regulation.

SECTION 2.4. Splits, Distributions and Reclassifications.

(a) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Blackstone Holdings Partnership Units that is not accompanied by an identical subdivision or combination of the shares of Common Stock; or (2) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the shares of Common Stock that is not accompanied by an identical subdivision or combination of the Blackstone Holdings Partnership Units. In the event of a reclassification or other similar transaction as a result of which the shares of Common Stock are converted into another security, then a Blackstone Holdings Limited Partner shall be entitled to receive upon exchange the amount of such security that such Blackstone Holdings Limited Partner would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any Blackstone Holdings Partnership Unit.

 

5


SECTION 2.5. Shares of Common Stock to be Issued.

(a) The Issuer covenants that if any shares of Common Stock require registration with or approval of any governmental authority under any U.S. federal or state law before such shares of Common Stock may be issued upon exchange pursuant to this Article II, the Issuer shall use commercially reasonable efforts to cause such shares of Common Stock to be duly registered or approved, as the case may be. The Issuer shall use commercially reasonable efforts to list the shares of Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding shares of Common Stock may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Issuer or the Blackstone Holdings Partnership from satisfying their obligations in respect of the exchange of the Blackstone Holdings Partnership Units by delivery of shares of Common Stock which are held in the treasury of the Issuer or the Blackstone Holdings Partnership or any of their subsidiaries.

SECTION 2.6. Taxes.

(a) The delivery of shares of Common Stock upon exchange of Blackstone Holdings Partnership Units shall be made without charge to the Blackstone Holdings Limited Partners for any stamp or other similar tax in respect of such issuance.

SECTION 2.7. Restrictions.

(a) The provisions of Sections 8.02, 8.03 (other than paragraphs (a), (b) and (d)), 8.04 and 8.06 of the Blackstone Holdings Partnership Agreements shall apply, mutatis mutandis, to any shares of Common Stock issued upon exchange of Blackstone Holdings Partnership Units; and the provisions of paragraphs (b) and (d) of Section 8.03 of the Blackstone Holdings Partnership Agreements shall permit Transfers of Common Stock issued upon exchange of Blackstone Holdings Partnership Units to the same extent as Exchange Transactions (as defined in the Blackstone Holdings Partnership Agreements) with respect to Blackstone Holdings Partnership Units may be permitted under such provisions. In each case, the provisions of Sections 8.03 and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the aggregate to Blackstone Holdings Partnership Units and shares of Common Stock received in exchange for Blackstone Holdings Partnership Units.

SECTION 2.8. Subsequent Offerings.

(a) The Issuer may from time to time provide the opportunity for Blackstone Holdings Limited Partners to sell their Blackstone Holdings Partnership Units to the Issuer, the Blackstone Holdings Partnerships or any of their subsidiaries (a “Sale Transaction”); provided that no Sale Transaction shall occur unless the Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of the Issuer as such Sale Transaction. A Blackstone Limited Partner selling Blackstone Holdings Partnership Units in connection with a Sale Transaction must provide notice to Issuer at least thirty (30) days prior to the cash settlement of such Sale Transaction in respect of the Blackstone Holdings Partnership Units to be sold, in each case delivered during normal business hours at the principal executive offices of the Issuer. For the avoidance of doubt, the total aggregate number of Quarterly Exchange Dates and Sale Transactions occurring during any fiscal year of the Issuer shall not exceed four (4).

 

6


ARTICLE III

GENERAL PROVISIONS

SECTION 3.1. Amendment. (a) The provisions of this Agreement may be amended by the affirmative vote or written consent of each of the Blackstone Holdings Partnerships and, after a Change of Control (as such term as defined in the Blackstone Holdings Partnership Agreements), the holders of at least a majority of the Vested Percentage Interests (as such term as defined in the Blackstone Holdings Partnership Agreements) of the Blackstone Holdings Partnership Units (excluding Blackstone Holdings Partnership Units held by the Issuer and the Blackstone Holdings General Partners). No amendment to this Agreement shall be required to the extent any entity becomes a successor of any of the foregoing parties.

(b) Each Blackstone Holdings Limited Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or written consent of less than all of the Blackstone Holdings Limited Partners, such action may be so taken upon the concurrence of less than all of the Blackstone Holdings Limited Partners and each Blackstone Holdings Limited Partner shall be bound by the results of such action.

SECTION 3.2. Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2):

 

  (a)

If to the Issuer, to:

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Electronic Mail:

 

  (b)

If to Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. or Blackstone Holdings IV L.P., to:

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Electronic Mail:

 

  (c)

If to any Blackstone Holdings Limited Partner, to:

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Electronic Mail:

 

7


SECTION 3.3. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

SECTION 3.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 3.5. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.6. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 3.7. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

SECTION 3.8. Submission to Jurisdiction; Waiver of Jury Trial.

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

 

8


(b) Notwithstanding the provisions of paragraph (a), the Blackstone Holdings Partnerships may cause any Blackstone Holdings Partnership to bring, on behalf of the Issuer or such Blackstone Holdings Partnership or on behalf of one or more Blackstone Holdings Limited Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Blackstone Holdings Limited Partner (i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Blackstone Holdings Partnerships as such Blackstone Holdings Limited Partner’s agents for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Blackstone Holdings Limited Partner of any such service of process, shall be deemed in every respect effective service of process upon the Blackstone Holdings Limited Partner in any such action or proceeding.

(c) (i) EACH BLACKSTONE HOLDINGS LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.8 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 3.8, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 3.8. In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 3.8 shall be construed to omit such invalid or unenforceable provision.

SECTION 3.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9.

 

9


SECTION 3.10. Tax Treatment. To the extent this Agreement imposes obligations upon a particular Blackstone Holdings Partnership or a Blackstone Holdings General Partner, this Agreement shall be treated as part of the relevant Blackstone Holdings Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of Blackstone Holdings Partnership Units by a Blackstone Holdings Limited Partner to Blackstone PB I, Blackstone PB II, Blackstone Holdings III GP Sub or Blackstone Holdings IV Holdco, as the case may be, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

SECTION 3.11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

 

10


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

 

BLACKSTONE INC.

By:   /s/ Victoria Portnoy
 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

BLACKSTONE HOLDINGS AI L.P.
By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   Blackstone Inc., its sole member
By:   /s/ Victoria Portnoy
 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

 

BLACKSTONE HOLDINGS I L.P.

By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   Blackstone Inc., its sole member
By:   /s/ Victoria Portnoy
 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

 

[Signature Page to Seventh Amended and Restated Exchange Agreement]


BLACKSTONE HOLDINGS II L.P.

By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:   Blackstone Inc., its sole member
By:   /s/ Victoria Portnoy
 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

BLACKSTONE HOLDINGS III L.P.
By:   Blackstone Holdings III GP L.P., its general partner
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:   Blackstone Inc., its sole member
By:   /s/ Victoria Portnoy
 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

 

[Signature Page to Seventh Amended and Restated Exchange Agreement]


BLACKSTONE HOLDINGS IV L.P.
By:   Blackstone Holdings IV GP L.P., its general partner
By:   Blackstone Holdings IV GP Management
  (Delaware) L.P., its general partner
By:   Blackstone Holdings IV GP Management
  L.L.C., its general partner
By:   Blackstone Inc., its sole member
By:  

/s/ Victoria Portnoy

 

Name:  Victoria Portnoy

 

Title:   Managing Director—Assistant Secretary

 

[Signature Page to Seventh Amended and Restated Exchange Agreement]


EXHIBIT A

[FORM OF]

NOTICE OF EXCHANGE

Blackstone Holdings I L.P.

Blackstone Holdings AI L.P.

Blackstone Holdings II L.P.

Blackstone Holdings III L.P.

Blackstone Holdings IV L.P.

345 Park Avenue

New York, New York 10154

Attention: Victoria Portnoy

Electronic Mail: victoria.portnoy@blackstone.com

Reference is hereby made to the Seventh Amended and Restated Exchange Agreement, dated as of July 2, 2026 (the “Exchange Agreement”), among 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. and the Blackstone Holdings Limited Partners from time to time party thereto, as amended from time to time. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Blackstone Holdings Limited Partner hereby elects to exchange the number of Blackstone Holdings Partnership Units set forth below for an equal number of shares of Common Stock to be issued in its name.

Name of Blackstone Holdings Limited Partner:                              

Number of Blackstone Holdings Partnership Units to be exchanged on the [____] exchange date: _________________ units (or such lesser number as the Issuer may determine in its sole discretion, which determination shall be final and binding and shall be conclusively determined by the exchange of such lesser number of Blackstone Holdings Partnership Units).

The undersigned acknowledges that this Notice of Exchange is binding and may only be withdrawn with the consent of the Issuer prior to the exchange date.

The undersigned (1) hereby represents that the Blackstone Holdings Partnership Units set forth above are owned by the undersigned, (2) hereby exchanges such Blackstone Holdings Partnership Units for shares of Common Stock as set forth in the Exchange Agreement, (3) hereby irrevocably constitutes and appoints any officer of the Blackstone Holdings Partnerships, the Blackstone Holdings General Partners or the Issuer as its attorney, with full power of substitution, to exchange said Blackstone Holdings Partnership Units on the books of the Blackstone Holdings Partnerships for shares of Common Stock on the books of the Issuer, with full power of substitution in the premises.


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

 

     

 

      Name:

Dated: ______________

     

 

2

Exhibit 10.2

Execution Version

 

 
 

HIGHLY CONFIDENTIAL & TRADE SECRET

BMA ASIA III GP L.P.

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

DATED AUGUST 7, 2026

EFFECTIVE FROM FEBRUARY 3, 2025

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

 

 
 


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

     1  

Section 1.1.

  Definitions      1  

Section 1.2.

  Terms Generally      17  

ARTICLE II GENERAL PROVISIONS

     17  

Section 2.1.

  General Partner, Limited Partner, Special Partner      17  

Section 2.2.

  Formation; Name; Foreign Jurisdictions      18  

Section 2.3.

  Term      18  

Section 2.4.

  Purposes; Powers      18  

Section 2.5.

  Place of Business      21  

Section 2.6.

  Withdrawal of Initial Limited Partner      21  

Section 2.7.

  Reorganization or Reconstitution and De-Registration of the Partnership      21  

ARTICLE III MANAGEMENT

     21  

Section 3.1.

  General Partner      21  

Section 3.2.

  Partner Voting, etc.      22  

Section 3.3.

  Management      22  

Section 3.4.

  Responsibilities of Partners      24  

Section 3.5.

  Exculpation and Indemnification      25  

Section 3.6.

  Representations of Partners      27  

Section 3.7.

  Tax Representation and Further Assurances      28  

ARTICLE IV CAPITAL OF THE PARTNERSHIP

     29  

Section 4.1.

  Capital Contributions by Partners      29  

Section 4.2.

  Interest      36  

Section 4.3.

  Withdrawals of Capital      37  

ARTICLE V PARTICIPATION IN PROFITS AND LOSSES

     37  

Section 5.1.

  General Accounting Matters      37  

Section 5.2.

  GP-Related Capital Accounts      38  

Section 5.3.

  GP-Related Profit Sharing Percentages      39  

Section 5.4.

  Allocations of GP-Related Net Income (Loss)      40  

Section 5.5.

  Liability of Partners      41  

Section 5.6.

  [Intentionally omitted.]      41  

Section 5.7.

  Repurchase Rights, etc.      41  

Section 5.8.

  Distributions      42  

Section 5.9.

  Service Fee      49  

Section 5.10.

  Business Expenses      49  

Section 5.11.

  Tax Capital Accounts; Tax Allocations      49  

 

 

i


TABLE OF CONTENTS

(continued)

 

         Page  

ARTICLE VI ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION

     51  

Section 6.1.

  Additional Partners      51  

Section 6.2.

  Withdrawal of Partners      52  

Section 6.3.

  GP-Related Partner Interests Not Transferable      53  

Section 6.4.

  Consequences upon Withdrawal of a Partner      53  

Section 6.5.

  Satisfaction and Discharge of a Withdrawn Partner’s GP-Related Partner Interests      54  

Section 6.6.

  Dissolution of the Partnership      59  

Section 6.7.

  Certain Tax Matters      60  

Section 6.8.

  Special Basis Adjustments      61  

ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

     62  

Section 7.1.

  Capital Commitment Interests, etc.      62  

Section 7.2.

  Capital Commitment Capital Accounts      63  

Section 7.3.

  Allocations      63  

Section 7.4.

  Distributions      64  

Section 7.5.

  Valuations      68  

Section 7.6.

  Disposition Election      69  

Section 7.7.

  Capital Commitment Special Distribution Election      69  

ARTICLE VIII WITHDRAWAL, ADMISSION OF NEW PARTNERS

     69  

Section 8.1.

  Partner Withdrawal; Repurchase of Capital Commitment Interests      69  

Section 8.2.

  Transfer of Partner’s Capital Commitment Interest      75  

Section 8.3.

  Compliance with Law      75  

ARTICLE IX DISSOLUTION

     75  

Section 9.1.

  Dissolution      75  

Section 9.2.

  Final Distribution      76  

Section 9.3.

  Amounts Reserved Related to Capital Commitment Partner Interests      76  

ARTICLE X MISCELLANEOUS

     77  

Section 10.1.

  Submission to Jurisdiction; Waiver of Jury Trial      77  

Section 10.2.

  Ownership and Use of the Blackstone Name      78  

Section 10.3.

  Written Consent      79  

Section 10.4.

  Letter Agreements; Schedules      79  

Section 10.5.

  Governing Law; Separability of Provisions      79  

Section 10.6.

  Successors and Assigns; Third Party Beneficiaries      79  

Section 10.7.

  Confidentiality      80  

Section 10.8.

  Notices      81  

Section 10.9.

  Counterparts      81  

Section 10.10.

  Power of Attorney      81  

Section 10.11.

  Partner’s Will      82  

 

ii


TABLE OF CONTENTS

(continued)

 

         Page  

Section 10.12.

  Cumulative Remedies      82  

Section 10.13.

  Legal Fees      82  

Section 10.14.

  Entire Agreement; Modifications      82  

Section 10.15.

  Effective Date      83  

Section 10.16.

  Compliance with Anti Money Laundering Requirements and Limited Partners Co-Operation      83  

 

 

iii


BMA ASIA III GP L.P.

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT dated August 7, 2026, but with an effective date as between the parties hereto of February 3, 2025 (the “Effective Date”), of BMA Asia III GP L.P., a Cayman Islands exempted limited partnership (the “Partnership”), by and among BMA Asia III L.L.C., a Delaware limited liability company, as general partner of the Partnership (in its capacity as general partner of the Partnership, (the “General Partner”), Mapcal Limited, as initial limited partner (the “Initial Limited Partner”), the limited partners listed as Limited Partners in the books and records of the Partnership and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

W I T N E S S E T H

WHEREAS, the General Partner and the Initial Limited Partner have formed an exempted limited partnership under the laws of the Cayman Islands under the name of BMA Asia III GP L.P. pursuant to an Initial Exempted Limited Partnership Agreement dated July 22, 2024 (the “Original Agreement”), and registered such partnership pursuant to the filing of a statement under Section 9(1) of the Partnership Act with the Registrar on July 22, 2024; and

WHEREAS, the parties hereto desire to enter into this Amended and Restated Exempted Limited Partnership Agreement, effective on the Effective Date, and hereby amend and restate the Original Agreement in its entirety and reflect the withdrawal of the Initial Limited Partner from the Partnership and the admission of certain limited partners to the Partnership and to further make the modifications hereinafter set forth, in each case effective on the Effective Date;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree that the Original Agreement shall be amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

Adjustment Amount” has the meaning set forth in Section 8.1(b)(ii).

Advancing Party” has the meaning set forth in Section 7.1(c).

Affiliate” when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty and as the context requires, endowment funds, estate planning vehicles (including any trusts, family members, family investment vehicles, descendant, trusts and other related persons and entities), charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees and/or related persons.

 

1


Agreement” means this Amended and Restated Exempted Limited Partnership Agreement, as it may be further amended, supplemented, restated or otherwise modified from time to time.

Applicable Collateral Percentage” with respect to any Firm Collateral or Special Firm Collateral, has the meaning set forth in the books and records of the Partnership with respect thereto.

Associates Asia III” means Blackstone Management Associates Asia III L.P., a Cayman Islands exempted limited partnership and the general partner of BCP Asia III, or any other entity that serves as the general partner, special general partner or managing member of a vehicle indicated in the definition of BCP Asia III.

Associates Asia III LP Agreement” means the exempted limited partnership agreement, dated the date set forth therein, of Associates Asia III, as it may be amended, supplemented, restated or otherwise modified from time to time.

Bankruptcy” means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his or her assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his or her inability to pay his or her debts as they become due; (iii) the failure of such person to pay his or her debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his or her consenting to, or defaulting in answering, a Bankruptcy petition filed against him or her in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his or her assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive days.

BCP Asia III” means (i) Blackstone Capital Partners Asia III L.P., a Cayman Islands exempted limited partnership, (ii) any alternative investment vehicles relating to, or formed in connection with, any of the partnerships referred to in clauses (i) and (iii) of this definition, (iii) any parallel fund, managed account or other capital vehicle relating to, or formed in connection with, the partnership referred to in clause (i) of this definition and (iv) any other limited partnership, limited liability company or other entity (in each case, whether now or hereafter established) of which Associates Asia III or the General Partner serves, directly or indirectly, as the general partner, special general partner, manager, managing member or in a similar capacity.

 

2


BCP Asia III Agreements” means the collective reference to (i) the BCP Asia III Partnership Agreement and (ii) any other BCP Asia III partnership, limited liability company or other governing agreements, as each may be amended, supplemented, restated or otherwise modified from time to time.

BCP Asia III Partnership Agreement” means the exempted limited partnership agreement of the limited partnership named in clause (i) of the definition of “BCP Asia III,” as it may be amended, supplemented, restated or otherwise modified from time to time.

BE Agreement” means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity referred to in the definition of “Blackstone Entity,” as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time.

BE Investment” means any direct or indirect investment by any Blackstone Entity.

Blackstone” means, collectively, Blackstone Inc., a Delaware corporation (as it may be reconstituted), and any predecessors, or successors thereto, and any Affiliate thereof (excluding any natural persons and any portfolio companies, investments or similar entities of any Blackstone-sponsored fund (or any affiliate thereof that is not otherwise an Affiliate of Blackstone Inc.)).

Blackstone Capital Commitment” has the meaning set forth in the BCP Asia III Partnership Agreement.

Blackstone Entity” means any partnership, limited liability company or other entity (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund) that is an Affiliate of Blackstone Inc., as designated by the General Partner in its sole discretion.

Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York, New York.

Capital Commitment Associates Asia III Partner Interest” means the interest of the Partnership, if any, as a limited partner of Associates Asia III with respect to any Capital Commitment BCP Asia III Interest that may be held by Associates Asia III.

Capital Commitment BCP Asia III Commitment” means the Capital Commitment (as defined in the BCP Asia III Partnership Agreement), if any, of the Partnership or Associates Asia III to BCP Asia III that relates solely to the Capital Commitment BCP Asia III Interest, if any.

 

3


Capital Commitment BCP Asia III Interest” means the Interest (as defined in the BCP Asia III Partnership Agreement), if any, of the Partnership or Associates Asia III as a capital partner in BCP Asia III.

Capital Commitment BCP Asia III Investment” means the Partnership’s interest in a specific investment of BCP Asia III , which interest may be held by the Partnership (i) through the Partnership’s direct interest in BCP Asia III through the Partnership’s Capital Commitment BCP Asia III Interest, if the Partnership holds the Capital Commitment BCP Asia III Interest, or (ii) through the Partnership’s interest in Associates Asia III and Associates Asia III’s interest in BCP Asia III through Associates Asia III’s Capital Commitment BCP Asia III Interest, if Associates Asia III holds the Capital Commitment BCP Asia III Interest.

Capital Commitment Capital Account” means, with respect to each Capital Commitment Investment for each Partner, the account maintained for such Partner to which are credited such Partner’s contributions to the Partnership with respect to such Capital Commitment Investment and any net income allocated to such Partner pursuant to Section 7.3 with respect to such Capital Commitment Investment and from which are debited any distributions with respect to such Capital Commitment Investment to such Partner and any net losses allocated to such Partner with respect to such Capital Commitment Investment pursuant to Section 7.3. In the case of any such distribution in kind, the Capital Commitment Capital Accounts for the related Capital Commitment Investment shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash, and any resulting gain or loss on such sale shall be allocated to the Partners participating in such Capital Commitment Investment pursuant to Section 7.3.

Capital Commitment Class A Interest” has the meaning set forth in Section 7.4(f).

Capital Commitment Class B Interest” has the meaning set forth in Section 7.4(f).

Capital Commitment Defaulting Party” has the meaning set forth in Section 7.4(g)(ii)(A).

Capital Commitment Deficiency Contribution” has the meaning set forth in Section 7.4(g)(ii)(A).

Capital Commitment Disposable Investment” has the meaning set forth in Section 7.4(f).

Capital Commitment Distributions” means, with respect to each Capital Commitment Investment, all amounts of distributions received by the Partnership with respect to such Capital Commitment Investment solely in respect of the Capital Commitment BCP Asia III Interest, if any, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of such Capital Commitment Investment as it may determine in good faith is appropriate.

 

4


Capital Commitment Giveback Amount” has the meaning set forth in Section 7.4(g)(i).

Capital Commitment Interest” means the interest of a Partner in a specific Capital Commitment Investment as provided herein.

Capital Commitment Investment” means any Capital Commitment BCP Asia III Investment, but shall exclude any GP-Related Investment.

Capital Commitment Liquidating Share” means, with respect to each Capital Commitment Investment, in the case of dissolution of the Partnership, the related Capital Commitment Capital Account of a Partner (less amounts reserved in accordance with Section 9.3) immediately prior to dissolution.

Capital Commitment Net Income (Loss)” means, with respect to each Capital Commitment Investment, all amounts of income received by the Partnership with respect to such Capital Commitment Investment, including without limitation gain or loss in respect of the disposition, in whole or in part, of such Capital Commitment Investment, less any costs, fees and expenses of the Partnership allocated thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership anticipated to be allocated thereto.

Capital Commitment Partner Carried Interest” means, with respect to any Partner, the aggregate amount of distributions or payments received by such Partner (in any capacity) from Affiliates of the Partnership in respect of or relating to “carried interest.” Capital Commitment Partner Carried Interest includes any amount initially received by an Affiliate of the Partnership from any fund (including BCP Asia III , any similar funds formed after the date hereof, and any Other Blackstone Clients (as defined in the BCP Asia III Partnership Agreement), whether or not in existence as of the date hereof) to which such Affiliate serves as general partner (or in another similar capacity) that exceeds such Affiliate’s pro rata share of distributions from such fund based upon capital contributions thereto (or the capital contributions to make the investment of such fund giving rise to such “carried interest”).

Capital Commitment Partner Interest” means a Partner’s interest in the Partnership which relates (i) to any Capital Commitment BCP Asia III Interest held by the Partnership or (ii) through the Partnership and Associates Asia III, to any Capital Commitment BCP Asia III Interest that may be held by Associates Asia III.

Capital Commitment Profit Sharing Percentage” means, with respect to each Capital Commitment Investment, the percentage interest of a Partner in Capital Commitment Net Income (Loss) from such Capital Commitment Investment set forth in the books and records of the Partnership.

Capital Commitment Recontribution Amount” has the meaning set forth in Section 7.4(g)(i).

 

5


Capital Commitment-Related Capital Contributions” has the meaning set forth in Section 7.1(b).

Capital Commitment-Related Commitment” means, with respect to any Partner, such Partner’s commitment to the Partnership relating to such Partner’s Capital Commitment Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

Capital Commitment Special Distribution” has the meaning set forth in Section 7.7(a).

Capital Commitment Value” has the meaning set forth in Section 7.5.

Carried Interest” means (i) “Carried Interest Distributions” as defined in the BCP Asia III Partnership Agreement, and (ii) any other carried interest distribution to a Fund GP pursuant to any BCP Asia III Agreement. In the case of each of (i) and (ii) above, except as determined by the General Partner, the amount shall not be less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto (in each case which the General Partner may allocate among all or any portion of the GP-Related Investments as it determines in good faith is appropriate).

Carried Interest Give Back Percentage” means, for any Partner or Withdrawn Partner, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Partner or Withdrawn Partner from the Partnership or any Other Fund GPs or their Affiliates in respect of Carried Interest by (B) the aggregate amount of distributions made to all Partners, Withdrawn Partners or any other person by the Partnership or any Other Fund GP or any of their Affiliates (in any capacity) in respect of Carried Interest. For purposes of determining any “Carried Interest Give Back Percentage” hereunder, all Trust Amounts contributed to the Trust by the Partnership or any Other Fund GPs on behalf of a Partner or Withdrawn Partner (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Partners and Withdrawn Partners as members, partners or other equity interest owners of the Partnership or any of the Other Fund GPs or their Affiliates.

Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

Cause” means the occurrence or existence of any of the following with respect to any Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by any Partner of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partner that are established by the General Partner, (y) such Partner’s deliberate failure to perform his or her duties to the Partnership or any of its Affiliates, or (z) such Partner’s committing to or engaging in any conduct or behavior that

 

6


is or may be harmful to the Partnership or any of its Affiliates in a material way as determined by the General Partner; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a “Notice of Breach”) within 15 days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform or conduct or behavior within 15 days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional 15 days, as shall be reasonably required for such cure; provided, that such Partner is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or any of its Affiliates; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony (under U.S. law or its equivalent in any jurisdiction) or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Partner’s ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the business of the Partnership and its Affiliates or (B) the business of the Partnership and its Affiliates or (iv) becoming subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D under the Securities Act.

Clawback Adjustment Amount” has the meaning set forth in Section 5.8(e)(ii)(C).

Clawback Amount” means the “Clawback Amount”, as defined in the BCP Asia III Partnership Agreement, and any other clawback amount payable to the limited partners of BCP Asia III or to BCP Asia III pursuant to any BCP Asia III Agreement, as applicable.

Clawback Provisions” means paragraph 9.2.8 of the BCP Asia III Partnership Agreement and any other similar provisions in any other BCP Asia III Agreement existing heretofore or hereafter entered into.

Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code means, where appropriate, the corresponding provision in any successor statute.

Commitment Agreements” means the agreements between the Partnership or an Affiliate thereof and Partners, pursuant to which each Partner undertakes certain obligations, including the obligation to make capital contributions pursuant to Section 4.1 and/or Section 7.1. Each Commitment Agreement is hereby incorporated by reference as between the Partnership and the relevant Partner.

Contingent” means subject to repurchase rights and/or other requirements.

 

7


The term “control” when used with reference to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock or other equity interest ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock or other equity interest ownership, agency or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Controlled Entity” when used with reference to another person means any person controlled by such other person.

Covered Person” has the meaning set forth in Section 3.5(a).

Deceased Partner” means any Partner or Withdrawn Partner who has died or who suffers from Incompetence. For purposes hereof, references to a Deceased Partner shall refer collectively to the Deceased Partner and the estate and heirs or legal representative of such Deceased Partner, as the case may be, that have received such Deceased Partner’s interest in the Partnership.

Default Interest Rate” means the lower of (i) the sum of (a) the Prime Rate and (b) 5%, or (ii) the highest rate of interest permitted under applicable law.

Delaware Arbitration Act” has the meaning set forth in Section 10.1(d).

Effective Date” has the meaning set forth in the recitals.

Electronic Signature” has the meaning set forth in Section 10.9.

Estate Planning Vehicle” has the meaning set forth in Section 6.3(a).

Excess Holdback” has the meaning set forth in Section 4.1(d)(v)(A).

Excess Holdback Percentage” has the meaning set forth in Section 4.1(d)(v)(A).

Excess Tax-Related Amount” has the meaning set forth in Section 5.8(e).

Existing Partner” means any Partner who is neither a Retaining Withdrawn Partner nor a Deceased Partner.

Final Event” means the death, Total Disability, Incompetence, Bankruptcy, winding up, dissolution or Withdrawal from the Partnership of any person who is a Partner.

Firm Advances” has the meaning set forth in Section 7.1(c).

 

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Firm Collateral” means a Partner’s or Withdrawn Partner’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Partnership, and certain other assets of such Partner or Withdrawn Partner, in each case that has been pledged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Partner or Withdrawn Partner as more fully described in the Partnership’s books and records; provided, that for all purposes hereof (and any other agreement (e.g., the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).

Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(v)(B).

Fiscal Year” means a calendar year, or any other period chosen by the General Partner.

Former Blackstone Employee” has the meaning set forth in Section 5.9.

Fund GP” means the Partnership (only with respect to the GP-Related BCP Asia III Interest) and the Other Fund GPs.

GAAP” means U.S. generally accepted accounting principles.

General Partner” means BMA Asia III L.L.C. and any person admitted to the Partnership as an additional or substitute general partner of the Partnership in accordance with the provisions of this Agreement (until such time as such person ceases to be a general partner of the Partnership as provided herein or in the Partnership Act).

Giveback Amount(s)” means the amount(s) payable by partners of BCP Asia III pursuant to the Giveback Provisions.

Giveback Provisions” means paragraph 3.4.3 of the BCP Asia III Partnership Agreement and any other similar provisions in any other BCP Asia III Agreement existing heretofore or hereafter entered into.

Governmental Entity” has the meaning set forth in Section 10.7(b).

GP-Related Associates Asia III Interest” means the interest of the Partnership as a limited partner of Associates Asia III with respect to the GP-Related BCP Asia III Interest, but does not include any interest of the Partnership in Associates Asia III with respect to any Capital Commitment BCP Asia III Interest that may be held by Associates Asia III.

GP-Related BCP Asia III Interest” means the interest of Associates Asia III in BCP Asia III as general partner of BCP Asia III , excluding any Capital Commitment BCP Asia III Interest that may be held by Associates Asia III.

GP-Related BCP Asia III Investment” means the Partnership’s indirect interest in Associates Asia III’s indirect interest in an Investment (for purposes of this definition, as defined in the BCP Asia III Partnership Agreement) in Associates Asia III’s capacity as general partner and/or special general partner of BCP Asia III , but does not include any Capital Commitment Investment.

 

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GP-Related Capital Account” has the meaning set forth in Section 5.2(a).

GP-Related Capital Contributions” has the meaning set forth in Section 4.1(a).

GP-Related Class A Interest” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Class B Interest” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Commitment”, with respect to any Partner, means such Partner’s commitment to the Partnership relating to such Partner’s GP-Related Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

GP-Related Defaulting Party” has the meaning set forth in Section 5.8(d)(ii)(A).

GP-Related Deficiency Contribution” has the meaning set forth in Section 5.8(d)(ii)(A).

GP-Related Disposable Investment” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Giveback Amount” has the meaning set forth in Section 5.8(d)(i)(A).

GP-Related Investment” means any investment (direct or indirect) of the Partnership in respect of the GP-Related BCP Asia III Interest (including, without limitation, any GP-Related BCP Asia III Investment, but excluding any Capital Commitment Investment).

GP-Related Net Income (Loss)” has the meaning set forth in Section 5.1(b).

GP-Related Partner Interest” of a Partner means all interests of such Partner in the Partnership (other than such Partner’s Capital Commitment Partner Interest), including, without limitation, such Partner’s interest in the Partnership with respect to the GP-Related BCP Asia III Interest and with respect to all GP-Related Investments.

GP-Related Profit Sharing Percentage” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Partner; provided, that any references in this Agreement to GP-Related Profit Sharing Percentages made (i) in connection with voting or voting rights or (ii) GP-Related Capital Contributions with respect to GP-Related Investments (including Section 5.3(b)) means the “Non-Carried Interest Sharing Percentage” of each Partner; provided further, that the term “GP-Related Profit Sharing Percentage” shall not include any Capital Commitment Profit Sharing Percentage.

GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

GP-Related Required Amounts” has the meaning set forth in Section 4.1(a).

 

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GP-Related Unallocated Percentage” has the meaning set forth in Section 5.3(b).

GP-Related Unrealized Net Income (Loss)” attributable to any GP-Related BCP Asia III Investment as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related BCP Asia III Investment if BCP Asia III ’s entire portfolio of investments were sold on such date for cash in an amount equal to their aggregate value on such date (determined in accordance with Section 5.1(e)) and all distributions payable by BCP Asia III to the Partnership (indirectly through the general partner of BCP Asia III ) pursuant to any BCP Asia III Partnership Agreement with respect to such GP-Related BCP Asia III Investment were made on such date. “GP-Related Unrealized Net Income (Loss)” attributable to any other GP-Related Investment (other than any Capital Commitment Investment) as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related Investment if such GP-Related Investment were sold on such date for cash in an amount equal to its value on such date (determined in accordance with Section 5.1(e)).

Holdback” has the meaning set forth in Section 4.1(d)(i).

Holdback Percentage” has the meaning set forth in Section 4.1(d)(i).

Holdback Vote” has the meaning set forth in Section 4.1(d)(iv)(A).

Holdings” means Blackstone Holdings IV L.P., a Québec société en commandite.

Incompetence” means, with respect to any Partner, the determination by the General Partner in its sole discretion, after consultation with a qualified medical doctor, that such Partner is incompetent to manage his or her person or his or her property.

Initial Holdback Percentages” has the meaning set forth in Section 4.1(d)(i).

Initial Limited Partner” has the meaning set forth in the preamble hereto.

Interest” means a Partner’s exempted limited partnership interest in the Partnership, including any interest that is held by a Retaining Withdrawn Partner and including any Partner’s GP-Related Partner Interest and Capital Commitment Partner Interest.

Investment” means any investment (direct or indirect) of the Partnership designated by the General Partner from time to time as an investment in which the Partners’ respective interests shall be established and accounted for on a basis separate from the Partnership’s other businesses, activities and investments, including (a) GP-Related Investments, and (b) Capital Commitment Investments.

Investor Note” means a promissory note of a Partner evidencing indebtedness incurred by such Partner to purchase a Capital Commitment Interest, the terms of which were or are approved by the General Partner and which is secured by such Capital Commitment Interest, all other Capital Commitment Interests of such Partner and all other interests of such Partner in Blackstone Entities; provided, that such promissory note may

 

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also evidence indebtedness relating to other interests of such Partner in Blackstone Entities, and such indebtedness shall be prepayable with Capital Commitment Net Income (whether or not such indebtedness relates to Capital Commitment Investments) as set forth in this Agreement, the Investor Note, the other BE Agreements and any documentation relating to Other Sources; provided further, that references to “Investor Notes” herein refer to multiple loans made pursuant to such note, whether made with respect to Capital Commitment Investments or other BE Investments, and references to an “Investor Note” refer to one such loan as the context requires. In no way shall any indebtedness incurred to acquire Capital Commitment Interests or other interests in Blackstone Entities be considered part of the Investor Notes for purposes hereof if the Lender or Guarantor is not the lender or guarantor with respect thereto.

Investor Special Partner” means any Special Partner so designated at the time of its admission by the General Partner as a Partner of the Partnership.

Issuer” means the issuer of any Security comprising part of an Investment.

L/C” has the meaning set forth in Section 4.1(d)(vi).

L/C Partner” has the meaning set forth in Section 4.1(d)(vi).

Lender or Guarantor” means Blackstone Holdings I L.P., in its capacity as lender or guarantor under the Investor Notes, or any other Affiliate of the Partnership that makes or guarantees loans to enable a Partner to acquire Capital Commitment Interests or other interests in Blackstone Entities.

Limited Partner” means each of the parties admitted as limited partners of the Partnership in accordance with the terms hereof and listed as Limited Partners in the books and records of the Partnership or any person that has been admitted to the Partnership as a substituted or additional Limited Partner in accordance with the terms of this Agreement, each in its capacity as a limited partner of the Partnership. For the avoidance of doubt, the term “Limited Partner” does not include the General Partner or any Special Partners (notwithstanding the fact that Special Partners are limited partners of the Partnership).

Loss Amount” has the meaning set forth in Section 5.8(e)(i)(A).

Loss Investment” has the meaning set forth in Section 5.8(e).

Losses” has the meaning set forth in Section 3.5(b)(i).

Majority in Interest of the Partners” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner as of which the Partners’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.

 

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Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

Net Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(C).

Net Carried Interest Distribution Recontribution Amount” has the meaning set forth in Section 5.8(e).

Net GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

Non-Carried Interest” means, with respect to each GP-Related Investment, all amounts of distributions, other than Carried Interest and other than Capital Commitment Distributions, received by the Partnership with respect to such GP-Related Investment, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of the GP-Related Investments as it may determine in good faith is appropriate.

Non-Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Non-Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

Non-Contingent” means generally not subject to repurchase rights or other requirements.

Nonvoting Partner has the meaning set forth in Section 8.2.

Nonvoting Special Partner” has the meaning set forth in Section 6.1(a).

Original Agreement” has the meaning set forth in the recitals.

Other Fund GPs” means Associates Asia III and any other entity (other than the Partnership) through which any Partner, Withdrawn Partner or any other person directly receives any amounts of Carried Interest, and any successor thereto; provided, that this includes any other entity which has in its organizational documents a provision which indicates that it is a “Fund GP” or an “Other Fund GP”; provided further, that notwithstanding any of the foregoing, neither BMA Asia III L.L.C. nor Holdings nor any Estate Planning Vehicle established for the benefit of family members of any Partner or of any member or partner of any Other Fund GP shall be considered an “Other Fund GP” for purposes hereof.

Other Sources” means (i) distributions or payments of Capital Commitment Partner Carried Interest (which shall include amounts of Capital Commitment Partner Carried Interest which are not distributed or paid to a Partner but are instead contributed to a trust (or similar arrangement) to satisfy any “holdback” obligation with respect thereto), and (ii) distributions from Blackstone Entities (other than the Partnership) to such Partner.

 

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Partner” means any person who is a partner of the Partnership, including the Limited Partners, the General Partner and the Special Partners. Except as otherwise specifically provided herein, no group of Partners, including the Special Partners and any group of Partners in the same Partner Category, shall have any right to vote as a class on any matter relating to the Partnership, including, but not limited to, any merger, reorganization, winding up or dissolution.

Partner Category” means the General Partner, Existing Partners, Retaining Withdrawn Partners or Deceased Partners, each referred to as a group for purposes hereof.

Partnership” has the meaning set forth in the preamble hereto.

Partnership Act” means the Exempted Limited Partnership Act (As Revised) of the Cayman Islands, as amended from time to time, or any successor statute.

Partnership Affiliate” has the meaning set forth in Section 3.3(b).

Partnership Affiliate Governing Agreement” has the meaning set forth in Section 3.3(b).

Partnership Representative” has the meaning set forth in Section 6.7(b).

Pledgable Blackstone Interests” has the meaning set forth in Section 4.1(d)(v)(A).

Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate.

Qualifying Fund” means any fund designated by the General Partner as a “Qualifying Fund”.

Registrar” shall have the meaning specified in Section 2.3.

Repurchase Period” has the meaning set forth in Section 5.8(c).

Required Rating” has the meaning set forth in Section 4.1(d)(vi).

Retained Portion” has the meaning set forth in Section 7.6(a).

Retaining Withdrawn Partner” means a Withdrawn Partner who has retained a GP-Related Partner Interest, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Partner shall be considered a Nonvoting Special Partner for all purposes hereof.

S&P” means Standard & Poor’s Ratings Group, and any successor thereto.

Securities” means any debt or equity securities of an Issuer and its subsidiaries and other Controlled Entities constituting part of an Investment, including without limitation common and preferred stock, interests in limited partnerships and interests in limited liability companies (including warrants, rights, put and call options and other options relating thereto or any combination thereof), notes, bonds, debentures, trust receipts

 

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and other obligations, instruments or evidences of indebtedness, choses in action, other property or interests commonly regarded as securities, interests in real property, whether improved or unimproved, interests in oil and gas properties and mineral properties, short-term investments commonly regarded as money-market investments, bank deposits and interests in personal property of all kinds, whether tangible or intangible.

Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute.

Service Fee” has the meaning set forth in Section 5.9.

Settlement Date” has the meaning set forth in Section 6.5(a).

SMD Agreements” means the agreements between the Partnership and/or one or more of its Affiliates and certain of the Partners, pursuant to which each such Partner undertakes certain obligations with respect to the Partnership and/or its Affiliates. The SMD Agreements are hereby incorporated by reference as between the Partnership and the relevant Partner.

Special Firm Collateral” means interests in a Qualifying Fund or other assets that have been pledged to the Trustee(s) to satisfy all or any portion of a Partner’s or Withdrawn Partner’s Holdback obligation (excluding any Excess Holdback) as more fully described in the Partnership’s books and records.

Special Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(viii)(B).

Special Partner” means any person shown in the books and records of the Partnership as a Special Partner of the Partnership, including any Nonvoting Special Partner and any Investor Special Partner.

Subject Investment” has the meaning set forth in Section 5.8(e)(i).

Subject Partner” has the meaning set forth in Section 4.1(d)(iv)(A).

Successor in Interest” means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the termination, winding up or dissolution of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.

Tax Advances” has the meaning set forth in Section 6.7(d).

Third Party Rights Law” shall have the meaning specified in Section 3.5(b)(iii).

TM” has the meaning set forth in Section 10.2.

 

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Total Disability” means the inability of a Limited Partner substantially to perform the services required of such Limited Partner (in its capacity as such or in any other capacity with respect to any Affiliate of the Partnership) for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

Transfer” has the meaning set forth in Section 8.2.

Trust Account” has the meaning set forth in the Trust Agreement.

Trust Agreement” means the Trust Agreement, dated as of the date set forth therein, as amended, supplemented, restated or otherwise modified from time to time, among the Partners, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

Trust Amount” has the meaning set forth in the Trust Agreement.

Trust Income” has the meaning set forth in the Trust Agreement.

Trustee(s)” has the meaning set forth in the Trust Agreement.

Unadjusted Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(B).

Unallocated Capital Commitment Interests” has the meaning set forth in Section 8.1(f).

U.S.” means the United States of America.

W-8BEN” has the meaning set forth in Section 3.7.

W-8BEN-E” has the meaning set forth in Section 3.7.

W-8IMY” has the meaning set forth in Section 3.7.

W-9 has the meaning set forth in Section 3.7.

Withdraw” or “Withdrawal” means, with respect to a Partner, such Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) for any reason (including death, disability, removal, resignation, retirement or pursuant to the Partnership Act, whether such is voluntary or involuntary), unless the context shall limit the type of withdrawal to a specific reason, and “Withdrawn” with respect to a Partner means, as aforesaid, such Partner ceasing to be a partner of the Partnership.

Withdrawal Date” means the date of the Withdrawal from the Partnership of a Withdrawn Partner.

 

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Withdrawn Partner” means a Limited Partner whose GP-Related Partner Interest or Capital Commitment Partner Interest in the Partnership has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Partner.

Section 1.2. Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

ARTICLE II

GENERAL PROVISIONS

Section 2.1. General Partner, Limited Partner, Special Partner. The Partners may be General Partners, Limited Partners or Special Partners. The General Partner as of the date hereof is BMA Asia III L.L.C. and the Limited Partners as of the date hereof are those persons admitted as limited partners of the Partnership in accordance with the terms hereof and shown as Limited Partners in the books and records of the Partnership and the Special Partners as of the date hereof are those persons shown as Special Partners in the books and records of the Partnership as of the date hereof. The books and records of the Partnership contain the GP-Related Profit Sharing Percentage and GP-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the GP-Related Investments of the Partnership as of the date hereof. The books and records of the Partnership contain the Capital Commitment Profit Sharing Percentage and Capital Commitment-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the Capital Commitment Investments of the Partnership as of the date hereof. The books and records of the Partnership shall be amended by the General Partner from time to time in accordance with the Partnership Act and this Agreement to reflect additional GP-Related Investments, additional Capital Commitment Investments, dispositions by the Partnership of GP-Related Investments, dispositions by the Partnership of Capital Commitment Investments, the GP-Related Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the Capital Commitment Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the admission of additional Partners, the Withdrawal of Partners and the transfer or assignment of interests in the Partnership pursuant to the terms of this Agreement. At the time of admission of each additional Partner, the General Partner shall determine in its sole discretion the GP-Related Investments and Capital Commitment Investments in which such Partner shall participate and such Partner’s GP-Related Commitment, Capital Commitment-Related Commitment, GP-Related Profit Sharing Percentage with respect to each such GP-Related Investment and Capital Commitment Profit Sharing Percentage with respect to each such Capital Commitment Investment. Each Partner may have a GP-Related Partner Interest and/or a Capital Commitment Partner Interest. Each Limited Partner and each Special Partner hereby waives any and all rights under section 22 of the Partnership Act or otherwise to demand information regarding the Partnership, its business or financial condition, or to inspect the Partnership’s books, records or registers, except as expressly provided for in this Agreement or as otherwise agreed to by the General Partner in its sole discretion.

 

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Section 2.2. Formation; Name; Foreign Jurisdictions. The Partnership is hereby continued as an exempted limited partnership pursuant to the Partnership Act and shall conduct its activities on and after the date hereof under the name of BMA Asia III GP L.P. The General Partner shall have the power to change the name of the Partnership at any time, subject to compliance with the requirements of the Partnership Act, and shall thereupon file the requisite notice with the Registrar pursuant to the Partnership Act. The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business, and the General Partner shall make the filings required pursuant to the Partnership Act in relation thereto.

Section 2.3. Term. The Partnership commenced upon the filing of the Section 9 Statement with the Registrar of Exempted Limited Partnerships in the Cayman Islands (the “Registrar”), and shall continue unless earlier terminated, wound up and dissolved and its affairs wound up in accordance with this Agreement and the Partnership Act.

Section 2.4. Purposes; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:

(i) to serve as a limited partner or general partner of Associates Asia III and perform the functions of a limited partner, special general partner or general partner of Associates Asia III specified in the Associates Asia III LP Agreement and, if applicable, the BCP Asia III Agreements;

(ii) if applicable, to serve as, and hold the Capital Commitment BCP Asia III Interest as, a capital partner (and, if applicable, a limited partner, special general partner and/or a general partner) of BCP Asia III and perform the functions of a capital partner (and, if applicable, a limited partner, special general partner and/or a general partner) of BCP Asia III specified in the BCP Asia III Agreements;

(iii) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property directly or indirectly through Associates Asia III and/or BCP Asia III or otherwise;

(iv) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through Associates Asia III or another entity;

(v) to serve as a general partner or limited partner of BCP Asia III and/or other partnerships and perform the functions of a general partner or limited partner, member, shareholder or other equity interest owner specified in the respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership;

 

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(vi) to serve as a member, shareholder or other equity interest owner of limited liability companies, other companies, corporations or other entities and perform the functions of a member, shareholder or other equity interest owner specified in the respective limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, company, corporation or other entity;

(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act, the Associates Asia III LP Agreement, the BCP Asia III Agreements, and any applicable partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (v) or (vi) above, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time;

(viii) any other lawful purpose; and

(ix) to do all things necessary, desirable, convenient or incidental thereto.

(b) In furtherance of its purposes, the Partnership (acting by the General Partner) shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;

(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;

(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;

 

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(v) to hold, receive, mortgage, charge, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;

(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, charge, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;

(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(viii) to have and maintain one or more offices within or without the Cayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(ix) to open, maintain and close accounts, including margin accounts, with brokers;

(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(xiv) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and

 

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(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Cayman Islands and other applicable law.

Section 2.5. Place of Business. The Partnership shall maintain a registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Partnership shall maintain an office and place of business at such place or places as the General Partner specifies from time to time and as set forth in the books and records of the Partnership. The General Partner may from time to time change the registered office by an amendment to the statement pursuant to Section 9 of the Partnership Act.

Section 2.6. Withdrawal of Initial Limited Partner. Upon the admission of one or more additional Limited Partners to the Partnership, the Initial Limited Partner shall (a) receive a return of any capital contribution made by it to the Partnership, (b) be immediately withdrawn as the Initial Limited Partner of the Partnership, and (b) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership.

Section 2.7. Reorganization or Reconstitution and De-Registration of the Partnership. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Partnership may, at the election of the General Partner in its sole discretion, be reorganized or reconstituted and/or registered by way of consolidation as a limited partnership (or other similar entity) under the laws of a jurisdiction outside of the Cayman Islands (and therefore de-register the Partnership by filing an application to de-register the Partnership with the Registrar).

ARTICLE III

MANAGEMENT

Section 3.1. General Partner. (a) BMA Asia III L.L.C. is the General Partner as of the date hereof. The General Partner shall cease to be the General Partner only if (i) it Withdraws from the Partnership for any reason, (ii) it consents in its sole discretion to resign as the General Partner, or (iii) a Final Event with respect to it occurs. The General Partner may not be removed without its consent. There may be one or more General Partners. In the event that one or more other General Partners is admitted to the Partnership as such, all references herein to the “General Partner” in the singular form shall be deemed to also refer to such other General Partners as may be appropriate. The relative rights and responsibilities of such General Partners will be as agreed upon from time to time between them.

(b) Upon the Withdrawal from the Partnership or voluntary resignation of the last remaining General Partner, all of the powers formerly vested therein pursuant to this Agreement and the Partnership Act shall be exercised by a person admitted as a replacement general partner of the Partnership in accordance with the Partnership Act duly appointed by a Majority in Interest of the Partners.

 

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Section 3.2. Partner Voting, etc. (a) Except as otherwise expressly provided herein and except as may be expressly required by the Partnership Act, Partners (including Special Partners), other than General Partners, as such shall have no right to, and shall not, take part in the management, conduct or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Partners of the applicable class herein.

(b) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Partner (or any Affiliate thereof) in such matter.

(c) Meetings of the Partners may be called only by the General Partner.

(d) Notwithstanding any other provision of this Agreement, any Limited Partner or Withdrawn Partner that fails to respond to a notice provided by the General Partner requesting the consent, approval or vote of such Limited Partner or Withdrawn Partner within 14 days after such notice is sent to such Limited Partner or Withdrawn Partner shall be deemed to have given its affirmative consent or approval thereto.

Section 3.3. Management. (a) The management, conduct of business, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including those enumerated in Section 2.4, on behalf and in the name of the Partnership. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in its sole discretion, subject only to the express terms and conditions of this Agreement.

(b) Notwithstanding any provision in this Agreement to the contrary, the Partnership is hereby authorized, without the need for any further act, vote or consent of any person (directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in the Partnership’s capacity as a partner of Associates Asia III on Associates Asia III’s own behalf or in Associates Asia III’s capacity as general partner, special general partner, capital partner and/or limited partner of BCP Asia III or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BCP Asia III or as general or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate): (i) to execute and deliver, and to perform the Partnership’s obligations under the Associates Asia III LP Agreement, including, without limitation, serving as a partner of Associates Asia III, (ii) to execute and deliver, and to cause Associates Asia III to perform Associates Asia III’s obligations under, the BCP Asia III Agreements, including, without limitation, serving as a general partner or special general partner of BCP Asia III and, if applicable, a capital partner of BCP Asia III , (iii) if applicable, to execute and deliver, and to perform the Partnership’s obligations under, the BCP Asia III Agreements, including, without limitation, serving as a capital partner of BCP Asia III , (iv) to execute and deliver, and to perform, or, if applicable, to cause Associates Asia III to perform, the Partnership’s or Associates Asia III’s obligations under, the governing agreement, as amended, supplemented, restated or otherwise modified (each a “Partnership Affiliate Governing Agreement”), of any other partnership, limited liability company, other company, corporation or other entity (each a “Partnership Affiliate”) of which the Partnership or Associates Asia III is, or

 

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is to become, a general partner or limited partner, member, shareholder or other equity interest owner, including, without limitation, serving as a general partner, special general partner, or limited partner, member, shareholder or other equity interest owner of each Partnership Affiliate, and (v) to take any action, in the applicable capacity, contemplated by or arising out of this Agreement, the Associates Asia III LP Agreement, the BCP Asia III Agreements or each Partnership Affiliate Governing Agreement (and any amendment, supplement, restatement and/or other modification of any of the foregoing).

(c) The General Partner and any other person designated by the General Partner, each acting individually, is hereby authorized and empowered, as an authorized person of the Partnership, or otherwise, or as an authorized representative of the General Partner (the General Partner hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf, or in its capacity as a limited partner or general partner of Associates Asia III on Associates Asia III’s own behalf, or in Associates Asia III’s capacity as general partner, special general partner, capital partner and/or limited partner of BCP Asia III or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BCP Asia III or as a general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate), any of the following:

(A) any agreement, certificate, instrument or other document of the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications thereof), including, without limitation, the following: (I) the Associates Asia III LP Agreement, the BCP Asia III Agreements and each Partnership Affiliate Governing Agreement, (II) subscription agreements and documents on behalf of BCP Asia III or Associates Asia III, (III) side letters issued in connection with investments in BCP Asia III , and (IV) such other agreements, certificates, instruments and other documents as may be necessary or desirable in furtherance of the purposes of the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing referred to in (I) through (IV) above) and for the avoidance of doubt, this Agreement may be amended by the General Partner in its sole discretion;

(B) the certificates of formation, certificates of exempted limited partnership and/or other organizational documents of the Partnership, Associates Asia III, BCP Asia III and any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing); and

 

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(C) any other certificates, notices, applications and other documents (and any amendments, supplements, restatements and/or other modifications thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate to qualify to do business in a jurisdiction in which the Partnership, Associates Asia III, BCP Asia III or such Partnership Affiliate desires to do business;

(ii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in its capacity as a limited partner or general partner of Associates Asia III on Associates Asia III’s own behalf or in Associates Asia III’s capacity as general partner, special general partner, capital partner and/or limited partner of BCP Asia III , or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BCP Asia III or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate): (A) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership, Associates Asia III, BCP Asia III and/or any Partnership Affiliate, (B) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate or any banking facilities or services that may be utilized by the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate, and all checks, notes, drafts and other documents of the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate that may be required in connection with any such bank account or banking facilities or services and (C) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(c), each acting individually, shall be deemed to have been duly adopted by the General Partner, the Partnership, Associates Asia III, BCP Asia III or any Partnership Affiliate, as applicable, for all purposes).

(d) The authority granted to any person (other than the General Partner) in Section 3.3(c) may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

Section 3.4. Responsibilities of Partners. (a) Unless otherwise determined by the General Partner in a particular case, each Limited Partner (other than a Special Partner) shall devote substantially all of his or her time and attention to the businesses of the Partnership and its Affiliates, and each Special Partner shall not be required to devote any time or attention to the businesses of the Partnership or its Affiliates. Notwithstanding the foregoing no Partner other than General Partner is permitted to take part in the business of Partnership for the purposes of the Partnership Act.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

 

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(c) The General Partner may from time to time establish such other rules and regulations applicable to Partners or other employees as the General Partner deems appropriate, including rules governing the authority of Partners or other employees to bind the Partnership to financial commitments or other obligations.

Section 3.5. Exculpation and Indemnification.

(a) Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

(b) Indemnification. (i) To the fullest extent permitted by law, the General Partner on behalf of the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining capital commitments of the Partners)) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, for purposes of this Section 3.5(b), “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided, that a Covered Person shall not be entitled to indemnification under this Section 3.5(b) with respect to any claim, issue or matter if there is a

 

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final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement; provided further, that if such Covered Person is a Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s GP-Related Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section 3.5(b), and the Partnership and its Affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such Affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s Interests and remaining capital commitments, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section 3.5(b). The General Partner shall have the authority to enter into separate agreements with any Covered Person in order to give effect to the obligations to indemnify pursuant to this Section 3.5(b).

(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing BCP Asia III and/or a particular portfolio entity through which an Investment is indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first, out of proceeds available in respect of applicable insurance policies maintained by the applicable portfolio entity and/or BCP Asia III ; second, by the applicable portfolio entity through which such investment is indirectly held; third, by BCP Asia III and fourth by Associates Asia III (only to the extent the foregoing sources are exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from BCP Asia III and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any Affiliate thereof) pays or causes to be paid any amounts that should have been paid by Associates Asia III, BCP Asia III and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed

 

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among the Partners that the Partnership shall have a subrogation claim against Associates Asia III and/or BCP Asia III and/or such portfolio entity in respect of such advancement or payments. The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of Blackstone Inc. or any of its Affiliates, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

(iii) A Person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (As Revised), as amended, modified, re-enacted or replaced, (the “Third Party Rights Law”) to enforce directly any term of this Agreement save (i) that, each Indemnitee may enforce directly its rights pursuant to Section 3.5 of this Agreement subject to and in accordance with the provisions of the Third Party Rights Law and (ii) as contemplated by Section 10.6. Notwithstanding any other term of this Agreement, the consent of any Person who is not a party to this Agreement (including, without limitation, any Indemnitee) is not required for any variation of, amendment to, or release, rescission, or termination of, this Agreement.

Section 3.6. Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Partnership Act) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner’s Interests for such Partner’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner’s net worth and the Partner has no need for liquidity in the Partner’s investment in Interests. Each Limited Partner and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Partner.

 

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(b) Each Limited Partner and Special Partner agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Partner (1) makes a capital contribution to the Partnership (whether as a result of Firm Advances made to such Partner or otherwise) with respect to any Investment, and such Partner hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Partner hereby agrees that such repayment shall serve as confirmation thereof.

Section 3.7. Tax Representation and Further Assurances. (a) Each Limited Partner and Special Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner’s or the Partnership’s obligations under applicable law or to carry out the provisions of this Agreement.

(b) Each Limited Partner and Special Partner certifies that (A) if the Limited Partner or Special Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner or Special Partner’s name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its Affiliates pursuant to an IRS Form W- 9, Request for Taxpayer Identification Number Certification (“W-9”) or otherwise are correct and (ii) the Limited Partner or Special Partner will complete and return a W-9 and (y) (i) the Limited Partner or Special Partner is a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner or Special Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (“W-8BEN”), IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) (“W-8BEN-E”), or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting (“W-8IMY”), or otherwise is correct and (ii) the Limited Partner or Special Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN, W-8BEN-E or W-8IMY, and (y) (i) the Limited Partner or Special Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of any change of such status. Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the General Partner.

(c) Each Limited Partner and Special Partner acknowledges and agrees that the Partnership and the General Partner may release confidential information or other information about the Limited Partner or Special Partner or related to such Limited Partner or Special Partner’s investment in the Partnership if the Partnership or the General Partner, in its or their sole discretion, determines that such disclosure is required by applicable law or regulation or in order to comply for an exception from, or reduced tax rate of, tax or other tax benefit. Any such disclosure shall

 

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not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.

(d) Each Limited Partner and Special Partner acknowledges and agrees that if it provides information that is in anyway materially misleading, or if it fails to provide the Partnership or its agents with any information requested hereunder, in either case in order to satisfy the Partnership’s obligations, the General Partner reserves the right to take any action and pursue any remedies at its disposal, including (i) requiring such Limited Partner or Special Partner to Withdraw for Cause and (ii) withholding or deducting any costs caused by such Limited Partner’s or Special Partner’s action or inaction from amounts otherwise distributable to such Limited Partner or Special Partner from the Partnership and its Affiliates.

ARTICLE IV

CAPITAL OF THE PARTNERSHIP

Section 4.1. Capital Contributions by Partners. (a) Each Partner shall be required to make capital contributions to the Partnership (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Partnership’s obligation to make capital contributions to Associates Asia III in respect of the GP-Related Associates Asia III Interest to fund Associates Asia III’s capital contributions with respect to any GP-Related BCP Asia III Investment and as are otherwise determined by the General Partner from time to time or as may be set forth in such Limited Partner’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Partners based upon each Partner’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Partnership (including those specifically set forth in Section 4.1(d) and Section 5.8(d))) shall be determined by the General Partner. Special Partners shall not be required to make additional GP-Related Capital Contributions to the Partnership in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Special Partner’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional GP-Related Capital Contribution to the Partnership; provided further, that each Investor Special Partner shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Partnership related to the GP-Related BCP Asia III Interest.

(b) Each GP-Related Capital Contribution by a Partner shall be credited to the appropriate GP-Related Capital Account of such Partner in accordance with Section 5.2, subject to Section 5.11.

 

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(c) The General Partner may elect on a case by case basis to (i) cause the Partnership to loan any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) the amount of any GP-Related Capital Contribution required to be made by such Partner or (ii) permit any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) to make a required GP-Related Capital Contribution to the Partnership in installments, in each case on terms determined by the General Partner.

(d) (i) The Partners and the Withdrawn Partners have entered into the Trust Agreement, pursuant to which certain amounts of the distributions relating to Carried Interest will be paid to the Trustee(s) for deposit in the Trust Account (such amounts to be paid to the Trustee(s) for deposit in the Trust Account constituting a “Holdback”). The General Partner shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for any General Partner and/or Holdings and each Partner Category (such withheld percentage constituting the General Partner’s and such Partner Category’s “Holdback Percentage”). The applicable Holdback Percentages initially shall be 0% for any General Partner, 15% for Existing Partners (other than the General Partner), 21% for Retaining Withdrawn Partners (other than the General Partner) and 24% for Deceased Partners (the “Initial Holdback Percentages”). Any provision of this Agreement to the contrary notwithstanding, the Holdback Percentage for the General Partner and/or Holdings shall not be subject to change pursuant to clause (ii), (iii) or (iv) of this Section 4.1(d).

(ii) The Holdback Percentage may not be reduced for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may only reduce the Holdback Percentages among the Partner Categories on a proportionate basis. For example, if the Holdback Percentage for Existing Partners is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Partners and Deceased Partners shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such reduction.

(iii) The Holdback Percentage may not be increased for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may not increase the Retaining Withdrawn Partners’ Holdback Percentage beyond 21% unless the General Partner concurrently increases the Existing Partners’ Holdback Percentage to 21%. The General Partner may not increase the Deceased Partners’ Holdback Percentage beyond 24% unless the General Partner increases the Holdback Percentage for both Existing Partners and Retaining Withdrawn Partners to 24%. The General Partner may not increase the Holdback Percentage of any Partner Category beyond 24% unless such increase applies equally to all Partner Categories. Any increase in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the General Partner from proportionately increasing the Holdback Percentage of any Partner Category (following a reduction of the Holdback Percentages below the Initial Holdback Percentages), if the resulting Holdback Percentages are consistent with the above. For example, if the General Partner reduces the Holdback Percentages for Existing Partners, Retaining Withdrawn Partners and Deceased Partners to 12.5%, 17.5% and 20%, respectively, the General Partner shall have the right to subsequently increase the Holdback Percentages to the Initial Holdback Percentages.

 

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(iv) (A) Notwithstanding anything contained herein to the contrary, the General Partner may increase or decrease the Holdback Percentage for any Partner in any Partner Category (in such capacity, the “Subject Partner”) pursuant to a majority vote of the Limited Partners (a “Holdback Vote”); provided, that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to any General Partner shall not be increased or decreased without its prior written consent; provided further, that a Subject Partner’s Holdback Percentage shall not be (I) increased prior to such time as such Subject Partner (x) is notified by the Partnership of the decision to increase such Subject Partner’s Holdback Percentage and (y) has, if requested by such Subject Partner, been given 30 days to gather and provide information to the Partnership for consideration before a second Holdback Vote (requested by the Subject Partner) or (II) decreased unless such decrease occurs subsequent to an increase in a Subject Partner’s Holdback Percentage pursuant to a Holdback Vote under this clause (iv); provided further, that such decrease shall not exceed an amount such that such Subject Partner’s Holdback Percentage is less than the prevailing Holdback Percentage for the Partner Category of such Subject Partner; provided further, that a Partner shall not vote to increase a Subject Partner’s Holdback Percentage unless such voting Partner determines, in such Partner’s good faith judgment, that the facts and circumstances indicate that it is reasonably likely that such Subject Partner, or any of such Subject Partner’s successors or assigns (including such Subject Partner’s estate or heirs) who at the time of such vote holds the GP-Related Partner Interest or otherwise has the right to receive distributions relating thereto, will not be capable of satisfying any GP-Related Recontribution Amounts that may become due.

(B) A Holdback Vote shall take place at a Partnership meeting. Each of the Limited Partners shall be entitled to cast one vote with respect to the Holdback Vote regardless of such Limited Partner’s interest in the Partnership. Such vote may be cast by any such Partner in person or by proxy.

(C) If the result of the second Holdback Vote is an increase in a Subject Partner’s Holdback Percentage, such Subject Partner may submit the decision to an arbitrator, the identity of which is mutually agreed upon by both the Subject Partner and the Partnership; provided, that if the Partnership and the Subject Partner cannot agree upon a mutually satisfactory arbitrator within 10 days of the second Holdback Vote, each of the Partnership and the Subject Partner shall request its candidate for arbitrator to select a third arbitrator satisfactory to such candidates; provided further, that if such candidates fail to agree upon a mutually satisfactory arbitrator within 30 days of such request, the then sitting President of the American Arbitration Association shall unilaterally select the arbitrator. Each Subject Partner that submits the decision of the Partnership pursuant to the second Holdback Vote to arbitration and the Partnership shall estimate their reasonably projected out-of-pocket expenses relating thereto, and each such party shall, to the satisfaction of the arbitrator and prior to any determination being made by the arbitrator, pay the total of such estimated expenses (i.e., both the Subject Partner’s and the Partnership’s

 

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expenses) into an escrow account. The arbitrator shall direct the escrow agent to pay out of such escrow account all expenses associated with such arbitration (including costs leading thereto) and to return to the “victorious” party the entire amount of funds such party paid into such escrow account. If the amount contributed to the escrow account by the losing party is insufficient to cover the expenses of such arbitration, such “losing” party shall then provide any additional funds necessary to cover such costs to such “victorious” party. For purposes hereof, the “victorious” party shall be the Partnership if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party. The party that is not the “victorious” party shall be the “losing” party.

(D) In the event of a decrease in a Subject Partner’s Holdback Percentage (1) pursuant to a Holdback Vote under this clause (iv) or (2) pursuant to a decision of an arbitrator under paragraph (C) of this clause (iv), the Partnership shall release and distribute to such Subject Partner any Trust Amounts (and the Trust Income thereon (except as expressly provided herein with respect to using Trust Income as Firm Collateral)) which exceed the required Holdback of such Subject Partner (in accordance with such Subject Partner’s reduced Holdback Percentage) as though such reduced Holdback Percentage had applied since the increase of the Subject Partner’s Holdback Percentage pursuant to a previous Holdback Vote under this clause (iv).

(v) (A) If a Partner’s Holdback Percentage exceeds 15% (such percentage in excess of 15% constituting the “Excess Holdback Percentage”), such Partner may satisfy the portion of his or her Holdback obligation in respect of his or her Excess Holdback Percentage (such portion constituting such Partner’s “Excess Holdback”), and such Partner (or a Withdrawn Partner with respect to amounts contributed to the Trust Account while he or she was a Partner), to the extent his or her Excess Holdback obligation has previously been satisfied in cash, may obtain the release of the Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) satisfying such Partner’s or Withdrawn Partner’s Excess Holdback obligation, by pledging, granting a security interest or otherwise making available to the General Partner, on a first priority basis (except as provided below), all or any portion of his or her Firm Collateral in satisfaction of his or her Excess Holdback obligation. Any Partner seeking to satisfy all or any portion of the Excess Holdback utilizing Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Partnership to realize on (if required), such Firm Collateral; provided, that, in the case of entities listed in the Partnership’s books and records in which Partners are permitted to pledge or grant a security interest over their interests therein to finance all or a portion of their capital contributions thereto (“Pledgable Blackstone Interests”), to the extent a first priority security interest is unavailable because of an existing lien on such Firm Collateral, the Partner or Withdrawn Partner seeking to utilize such Firm Collateral shall grant the General Partner a second priority security interest therein in the manner provided above;

 

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provided further, that (x) in the case of Pledgable Blackstone Interests, to the extent that neither a first priority nor a second priority security interest is available, or (y) if the General Partner otherwise determines in its good faith judgment that a security interest in Firm Collateral (and the corresponding documents and actions) are not necessary or appropriate, the Partner or Withdrawn Partner shall (in the case of either clause (x) or (y) above) irrevocably instruct in writing the relevant partnership, limited liability company or other entity listed in the Partnership’s books and records to remit any and all net proceeds resulting from a Firm Collateral Realization on such Firm Collateral to the Trustee(s) as more fully provided in clause (B) below. The Partnership shall, at the request of any Partner or Withdrawn Partner, assist such Partner or Withdrawn Partner in taking such action as is necessary to enable such Partner or Withdrawn Partner to use Firm Collateral as provided hereunder.

(B) If upon a sale or other realization of all or any portion of any Firm Collateral (a “Firm Collateral Realization”), the remaining Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement, then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Firm Collateral Realization (including distributions subject to the repayment of financing sources as in the case of Pledgable Blackstone Interests) shall be paid into the Trust Account to fully satisfy such Excess Holdback requirement (allocated to such Partner or Withdrawn Partner) and shall be deemed to be Trust Amounts for purposes hereunder. Any net proceeds from such Firm Collateral Realization in excess of the amount necessary to satisfy such Excess Holdback requirement shall be distributed to such Partner or Withdrawn Partner.

(C) Upon any valuation or revaluation of Firm Collateral that results in a decreased valuation of such Firm Collateral so that such Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement (including upon a Firm Collateral Realization, if net proceeds therefrom and the remaining Firm Collateral are insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement), the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and such Partner or Withdrawn Partner shall, within 30 days of receiving such notice, contribute cash (or additional Firm Collateral) to the Trust Account in an amount necessary to satisfy his or her Excess Holdback requirement. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that clause (A) of Section 5.8(d)(ii) shall be deemed inapplicable to a default under this clause (C); provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

 

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(vi) Any Partner or Withdrawn Partner may (A) obtain the release of any Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) or Firm Collateral, in each case, held in the Trust Account for the benefit of such Partner or Withdrawn Partner or (B) require the Partnership to distribute all or any portion of amounts otherwise required to be placed in the Trust Account (whether cash or Firm Collateral), by obtaining a letter of credit (an “L/C”) for the benefit of the Trustee(s) in such amounts. Any Partner or Withdrawn Partner choosing to furnish an L/C to the Trustee(s) (in such capacity, an “L/C Partner”) shall deliver to the Trustee(s) an unconditional and irrevocable L/C from a commercial bank whose (x) short-term deposits are rated at least A-1 by S&P or P-1 by Moody’s (if the L/C is for a term of 1 year or less), or (y) long-term deposits are rated at least A+ by S&P or A1 by Moody’s (if the L/C is for a term of 1 year or more) (each a “Required Rating”). If the relevant rating of the commercial bank issuing such L/C drops below the relevant Required Rating, the L/C Partner shall supply to the Trustee(s), within 30 days of such occurrence, a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, in lieu of the insufficient L/C. In addition, if the L/C has a term expiring on a date earlier than the latest possible termination date of BCP Asia III , the Trustee(s) shall be permitted to drawdown on such L/C if the L/C Partner fails to provide a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, at least 30 days prior to the stated expiration date of such existing L/C. The Trustee(s) shall notify an L/C Partner 10 days prior to drawing on any L/C. The Trustee(s) may (as directed by the Partnership in the case of clause (I) below) draw down on an L/C only if (I) such a drawdown is necessary to satisfy an L/C Partner’s obligation relating to the Partnership’s obligations under the Clawback Provisions or (II) an L/C Partner has not provided a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating (or the requisite amount of cash and/or Firm Collateral (to the extent permitted hereunder)), at least 30 days prior to the stated expiration of an existing L/C in accordance with this clause (vi). The Trustee(s), as directed by the Partnership, shall return to any L/C Partner his or her L/C upon (1) the termination of the Trust Account and satisfaction of the Partnership’s obligations, if any, in respect of the Clawback Provisions, (2) an L/C Partner satisfying his or her entire Holdback obligation in cash and Firm Collateral (to the extent permitted hereunder), or (3) the release, by the Trustee(s), as directed by the Partnership, of all amounts in the Trust Account to the Partners or Withdrawn Partners. If an L/C Partner satisfies a portion of his or her Holdback obligation in cash and/or Firm Collateral (to the extent permitted hereunder) or if the Trustee(s), as directed by the Partnership, release a portion of the amounts in the Trust Account to the Partners or Withdrawn Partners in the Partner Category of such L/C Partner, the L/C of an L/C Partner may be reduced by an amount corresponding to such portion satisfied in cash and/or Firm Collateral (to the extent permitted hereunder) or such portion released by the Trustee(s), as directed by the Partnership; provided, that in no way shall the general release of any Trust Income cause an L/C Partner to be permitted to reduce the amount of an L/C by any amount.

 

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(vii) (A) Any in-kind distributions by the Partnership relating to Carried Interest shall be made in accordance herewith as though such distributions consisted of cash. The Partnership may direct the Trustee(s) to dispose of any in-kind distributions held in the Trust Account at any time. The net proceeds therefrom shall be treated as though initially contributed to the Trust Account.

(B) In lieu of the foregoing, any Existing Partner may pledge or grant a security interest with respect to any in-kind distribution the Special Firm Collateral referred to in the applicable category in the Partnership’s books and records; provided, that the initial contribution of such Special Firm Collateral shall initially equal 130% of the required Holdback for a period of 90 days, and thereafter shall equal at least 115% of the required Holdback. Sections 4.1(d)(viii)(C) and (D) shall apply to such Special Firm Collateral. To the extent such Special Firm Collateral exceeds the applicable minimum percentage of the required Holdback specified in the first sentence of this clause (vii)(B), the related Partner may obtain a release of such excess amount from the Trust Account.

(viii) (A) Any Limited Partner or Withdrawn Partner may satisfy all or any portion of his or her Holdback (excluding any Excess Holdback), and such Partner or a Withdrawn Partner may, to the extent his or her Holdback (excluding any Excess Holdback) has been previously satisfied in cash or by the use of an L/C as provided herein, obtain a release of Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) that satisfy such Partner’s or Withdrawn Partner’s Holdback (excluding any Excess Holdback) by pledging or granting a security interest to the Trustee(s) on a first priority basis all of his or her Special Firm Collateral in a particular Qualifying Fund, which at all times must equal or exceed the amount of the Holdback distributed to the Partner or Withdrawn Partner (as more fully set forth below). Any Partner seeking to satisfy such Partner’s Holdback utilizing Special Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Trustee(s) to realize on (if required), such Special Firm Collateral.

(B) If upon a distribution, withdrawal, sale, winding up or other realization of all or any portion of any Special Firm Collateral (a “Special Firm Collateral Realization”), the remaining Special Firm Collateral (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund and is being used in connection with an Excess Holdback) is insufficient to cover any Partner’s or Withdrawn Partner’s Holdback (when taken together with other means of satisfying the Holdback as provided herein (i.e., cash contributed to the Trust Account or an L/C in the Trust Account)), then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Special Firm Collateral Realization (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund or other asset and is being used in connection with an Excess Holdback) shall be paid into the Trust (and allocated to such Partner or Withdrawn Partner) to fully satisfy such Holdback and shall be deemed thereafter to be Trust Amounts for purposes hereunder. Any net proceeds from such Special Firm Collateral Realization in excess of the amount necessary to satisfy such Holdback (excluding any Excess Holdback) shall be distributed to such Partner or Withdrawn Partner. To the extent a Qualifying Fund distributes Securities to a Partner or Withdrawn Partner in connection with a Special Firm Collateral Realization, such Partner or Withdrawn Partner shall be required to promptly fund such Partner’s or Withdrawn Partner’s deficiency with respect to his or her Holdback in cash or an L/C.

 

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(C) Upon any valuation or revaluation of the Special Firm Collateral and/or any adjustment in the Applicable Collateral Percentage applicable to a Qualifying Fund (as provided in the Partnership’s books and records), if such Partner’s or Withdrawn Partner’s Special Firm Collateral is valued at less than such Partner’s Holdback (excluding any Excess Holdback) as provided in the Partnership’s books and records, taking into account other permitted means of satisfying the Holdback hereunder, the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and, within 10 Business Days of receiving such notice, such Partner or Withdrawn Partner shall contribute cash or additional Special Firm Collateral to the Trust Account in an amount necessary to make up such deficiency. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that the first sentence of Section 5.8(d)(ii)(A) shall be deemed inapplicable to such default; provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(D) Upon a Partner becoming a Withdrawn Partner, at any time thereafter the General Partner may revoke the ability of such Withdrawn Partner to use Special Firm Collateral as set forth in this Section 4.1(d)(viii), notwithstanding anything else in this Section 4.1(d)(viii). In that case the provisions of clause (C) above shall apply to the Withdrawn Partner’s obligation to satisfy the Holdback (except that 30 days’ notice of such revocation shall be given), given that the Special Firm Collateral is no longer available to satisfy any portion of the Holdback (excluding any Excess Holdback).

(E) Nothing in this Section 4.1(d)(viii) shall prevent any Partner or Withdrawn Partner from using any amount of such Partner’s interest in a Qualifying Fund as Firm Collateral; provided, that at all times Section 4.1(d)(v) and this Section 4.1(d)(viii) are each satisfied.

Section 4.2. Interest. Interest on the balances of the Partners’ capital related to the Partners’ GP-Related Partner Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the General Partner, capital invested in any other investment of the Partnership) shall be credited to the Partners’ GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the General Partner, at rates determined by the General Partner from time to time, and shall be charged as an expense of the Partnership.

 

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Section 4.3. Withdrawals of Capital. No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

ARTICLE V

PARTICIPATION IN PROFITS AND LOSSES

Section 5.1. General Accounting Matters. (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

(b) “GP-Related Net Income (Loss)” means:

(i) from any activity of the Partnership related to the GP-Related BCP Asia III Interest for any accounting period (other than GP-Related Net Income (Loss) from GP-Related Investments described below), (x) the gross income realized by the Partnership from such activity during such accounting period less (y) all expenses of the Partnership, and all other items that are deductible from gross income, for such accounting period that are allocable to such activity (determined as provided below);

(ii) from any GP-Related Investment for any accounting period in which such GP-Related Investment has not been sold or otherwise disposed of, (x) the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment (determined as provided below); and

(iii) from any GP-Related Investment for the accounting period in which such GP-Related Investment is sold or otherwise disposed of, (x) the sum of the gross proceeds from the sale or other disposition of such GP-Related Investment and the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) the sum of the cost or other basis to the Partnership of such GP-Related Investment and all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment.

(c) GP-Related Net Income (Loss) shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing GP-Related Net Income (Loss) shall be added to such taxable income or loss; (ii) if any asset has a value in the books of the Partnership that differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain resulting from a disposition of such asset shall be calculated with reference to such value; (iii) upon an adjustment to the value of any asset in the books of the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (iv) any expenditures of the

 

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Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing GP-Related Net Income (Loss) pursuant to this definition shall be treated as deductible items; (v) any income from a GP-Related Investment that is payable to Partnership employees in respect of “phantom interests” in such GP-Related Investment awarded by the General Partner to employees shall be included as an expense in the calculation of GP-Related Net Income (Loss) from such GP-Related Investment, and (vi) items of income and expense (including interest income and overhead and other indirect expenses) of the Partnership, Holdings and other Affiliates of the Partnership shall be allocated among the Partnership, Holdings and such Affiliates, among various Partnership activities and GP-Related Investments and between accounting periods, in each case as determined by the General Partner. Any adjustments to GP-Related Net Income (Loss) by the General Partner, including adjustments for items of income accrued but not yet received, unrealized gains, items of expense accrued but not yet paid, unrealized losses, reserves (including reserves for taxes, bad debts, actual or threatened litigation, or any other expenses, contingencies or obligations) and other appropriate items shall be made in accordance with GAAP; provided, that the General Partner shall not be required to make any such adjustment.

(d) An accounting period shall be a Fiscal Year, except that, at the option of the General Partner, an accounting period will terminate and a new accounting period will begin on the admission date of an additional Partner or the Settlement Date of a Withdrawn Partner, if any such date is not the first day of a Fiscal Year. If any event referred to in the preceding sentence occurs and the General Partner does not elect to terminate an accounting period and begin a new accounting period, then the General Partner may make such adjustments as it deems appropriate to the Partners’ GP-Related Profit Sharing Percentages for the accounting period in which such event occurs (prior to any allocations of GP-Related Unallocated Percentages or adjustments to GP-Related Profit Sharing Percentages pursuant to Section 5.3) to reflect the Partners’ average GP-Related Profit Sharing Percentages during such accounting period; provided, that the GP-Related Profit Sharing Percentages of Partners in GP-Related Net Income (Loss) from GP-Related Investments acquired during such accounting period will be based on GP-Related Profit Sharing Percentages in effect when each such GP-Related Investment was acquired.

(e) In establishing GP-Related Profit Sharing Percentages and allocating GP-Related Unallocated Percentages pursuant to Section 5.3, the General Partner may consider such factors as it deems appropriate.

(f) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner and approved by the Partnership’s independent accountants. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all Withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

Section 5.2. GP-Related Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership, to the extent and at such times as may be appropriate, one or more capital accounts as the General Partner may deem to be appropriate for purposes of accounting for such Partner’s interests in the capital of the Partnership related to the GP-Related BCP Asia III Interest and the GP-Related Net Income (Loss) of the Partnership (each a “GP-Related Capital Account”).

 

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(b) As of the end of each accounting period or, in the case of a contribution to the Partnership by one or more of the Partners with respect to such Partner or Partners’ GP-Related Partner Interests or a distribution by the Partnership to one or more of the Partners with respect to such Partner or Partners’ GP-Related Partner Interests, at the time of such contribution or distribution, (i) the appropriate GP-Related Capital Accounts of each Partner shall be credited with the following amounts: (A) the amount of cash and the value of any property contributed by such Partner to the capital of the Partnership related to such Partner’s GP-Related Partner Interest during such accounting period, (B) the GP-Related Net Income allocated to such Partner for such accounting period and (C) the interest credited on the balance of such Partner’s capital related to such Partner’s GP-Related Partner Interest for such accounting period pursuant to Section 4.2; and (ii) the appropriate GP-Related Capital Accounts of each Partner shall be debited with the following amounts: (x) the amount of cash, the principal amount of any subordinated promissory note of the Partnership referred to in Section 6.5 (as such amount is paid) and the value of any property distributed to such Partner during such accounting period with respect to such Partner’s GP-Related Partner Interest and (y) the GP-Related Net Loss allocated to such Partner for such accounting period. In furtherance of the foregoing and in accordance with Treasury Reg. §1.1061-3(c)(3)(ii)(B), the Partnership shall, (i) calculate separate allocations attributable to (A) the Carried Interest and any other distribution entitlements that are not commensurate with capital contributed to the Partnership, and (B) any distribution entitlements of the Partners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Reg. §1.1061-3(c)(3)(ii)(B) and as reasonably determined by the General Partner), and (ii) consistently reflect each such allocation in its books and records.

Section 5.3. GP-Related Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the General Partner shall establish the profit sharing percentage (the “GP-Related Profit Sharing Percentage”) of each Partner in each category of GP-Related Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a) taking into account such factors as the General Partner deems appropriate; provided, that (i) the General Partner may elect to establish GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment acquired by the Partnership during such accounting period at the time such GP-Related Investment is acquired in accordance with paragraph (c) below and (ii) GP-Related Net Income (Loss) for such accounting period from any GP-Related Investment shall be allocated in accordance with the GP-Related Profit Sharing Percentages in such GP-Related Investment established in accordance with paragraph (c) below. The General Partner may establish different GP-Related Profit Sharing Percentages for any Partner in different categories of GP-Related Net Income (Loss). In the case of the Withdrawal of a Partner, such former Partner’s GP-Related Profit Sharing Percentages shall be allocated by the General Partner to one or more of the remaining Partners as the General Partner shall determine. In the case of the admission of any Partner to the Partnership as an additional Partner, the GP-Related Profit Sharing Percentages of the other Partners shall be reduced by an amount equal to the GP-Related Profit Sharing Percentage allocated to such new Partner pursuant to Section 6.1(b); such reduction of each other Partner’s GP-Related Profit Sharing Percentage shall be pro rata based upon such Partner’s GP-Related Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the General Partner may also adjust the GP-Related Profit Sharing Percentage of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion.

 

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(b) The General Partner may elect to allocate to the Partners less than 100% of the GP-Related Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of GP-Related Profit Sharing Percentages (any remainder of such GP-Related Profit Sharing Percentages being called a “GP-Related Unallocated Percentage”); provided, that any GP-Related Unallocated Percentage in any category of GP-Related Net Income (Loss) for any annual accounting period that is not allocated by the General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all the Partners (including the General Partner) in the manner determined by the General Partner in its sole discretion.

(c) Unless otherwise determined by the General Partner in a particular case, (i) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment shall be allocated in proportion to the Partners’ respective GP-Related Capital Contributions in respect of such GP-Related Investment and (ii) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from each GP-Related Investment shall be fixed at the time such GP-Related Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the General Partner pursuant to Section 5.7.

Section 5.4. Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the General Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto.

(b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BCP Asia III and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BCP Asia III with respect to the GP-Related BCP Asia III Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BCP Asia III and (ii) GP-Related Net Loss relating to realized losses suffered by BCP Asia III and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)).

 

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(c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.

(d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BCP Asia III , such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period.

(e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss).

(f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 5.5. Liability of Partners. Except as otherwise provided in the Partnership Act or as expressly provided in this Agreement, no Partner shall be personally obligated for any debt, obligation or liability of the Partnership or of any other Partner solely by reason of being a Partner. In no event shall any Partner or Withdrawn Partner (i) be obligated to make any capital contribution or payment to or on behalf of the Partnership or (ii) have any liability to return distributions received by such Partner from the Partnership, in each case except as specifically provided in Section 4.1(d) or Section 5.8 or otherwise in this Agreement, as such Partner shall otherwise expressly agree in writing or as may be required by applicable law.

Section 5.6. [Intentionally omitted.]

Section 5.7. Repurchase Rights, etc. The General Partner may from time to time establish such repurchase rights and/or other requirements with respect to the Partners’ GP-Related Partner Interests relating to GP-Related BCP Asia III Investments as the General Partner may determine. The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase rights or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case by case basis.

 

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Section 5.8. Distributions. (a) (i) The Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Partners with respect to such Partners’ GP-Related Partner Interests at such times and in such amounts as are determined by the General Partner. The General Partner shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established pursuant to Section 5.1(a). Distributions of cash or other property with respect to Non-Carried Interest shall be made among the Partners in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d) and Section 5.8(e), distributions of cash or other property with respect to Carried Interest shall be made among Partners in accordance with their respective Carried Interest Sharing Percentages.

(ii) At any time that a sale, exchange, transfer or other disposition by BCP Asia III of a portion of a GP-Related Investment is being considered by the Partnership (a “GP-Related Disposable Investment”), at the election of the General Partner each Partner’s GP-Related Partner Interest with respect to such GP-Related Investment shall be vertically divided into two separate GP-Related Partner Interests, a GP-Related Partner Interest attributable to the GP-Related Disposable Investment (a Partner’s “GP-Related Class B Interest”), and a GP-Related Partner Interest attributable to such GP-Related Investment excluding the GP-Related Disposable Investment (a Partner’s “GP-Related Class A Interest”). Distributions (including those resulting from a sale, transfer, exchange or other disposition by BCP Asia III ) relating to a GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class B Interests with respect to such GP-Related Investment in accordance with their GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by BCP Asia III ) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class A Interests with respect to such GP-Related Investment in accordance with their respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Partners in the same proportions as the allocations of GP-Related Net Income (Loss) of each such category.

(b) Subject to the Partnership’s having sufficient available cash in the reasonable judgment of the General Partner, the Partnership shall make cash distributions to each Partner with respect to each Fiscal Year of the Partnership in an aggregate amount at least equal to the total U.S. federal, New York State and New York City income and other taxes that would be payable by such Partner with respect to all categories of GP-Related Net Income (Loss) allocated to such Partner for such Fiscal Year, the amount of which shall be calculated (i) on the assumption that each Partner is an individual subject to the then prevailing maximum rate of U.S. federal, New York State and New York City and other income taxes (including, without limitation, taxes under Sections 1401 and 1411 of the Code), (ii) taking into account (x) the limitations on the deductibility of expenses and other items for U.S. federal income tax purposes and (y) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income) and (iii) taking into account any differential in applicable rates due to the type and character of GP-Related Net Income (Loss) allocated to such Partner. Notwithstanding the provisions of the foregoing sentence, the General Partner may refrain from making any distribution if, in the reasonable judgment of the General Partner, such distribution is prohibited by applicable law.

 

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(c) The General Partner may provide that the GP-Related Partner Interest of any Partner or employee (including such Partner’s or employee’s right to distributions and investments of the Partnership related thereto) may be subject to repurchase by the Partnership during such period as the General Partner shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Partnership and will be distributed to the recipient thereof (together with interest thereon at rates determined by the General Partner from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The General Partner may elect in an individual case to have the Partnership distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Partner Withdraws from the Partnership for any reason other than his or her death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Partnership at a purchase price determined at such time by the General Partner. Unless determined otherwise by the General Partner, the repurchased portion thereof will be allocated among the remaining Partners with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Partner has a percentage interest in such specific GP-Related Investment, to the General Partner; provided, that the General Partner may allocate the Withdrawn Partner’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Partner’s Withdrawal Date on any basis it may determine, including to existing or new Partners who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Partner shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income.

(d) (i) (A) If Associates Asia III is obligated under the Clawback Provisions or Giveback Provisions to contribute to BCP Asia III a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) and the Partnership is obligated to contribute any such amount to Associates Asia III in respect of the Partnership’s GP-Related Associates Asia III Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount being herein called a “GP-Related Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligations of the Partnership as determined by the General Partner, in which case each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the “GP-Related Recontribution Amount”) which equals (I) the product of (a) a Partner’s or Withdrawn Partner’s Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the Partnership in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Partner’s pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related BCP Asia III Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related BCP Asia III Investments

 

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other than the one giving rise to such obligation, but only those amounts received by the Partners with an interest in the GP-Related BCP Asia III Investment referred to in clause (II)(a) above, and (c) if the GP-Related Giveback Amount pursuant to an applicable BCP Asia III Agreement is unrelated to a specific GP-Related BCP Asia III Investment, all GP-Related BCP Asia III Investments. Each Partner and Withdrawn Partner shall promptly contribute to the Partnership, along with satisfying his or her comparable obligations to the Other Fund GPs, if any, upon such call such Partner’s or Withdrawn Partner’s GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Partner or Withdrawn Partner by the Trustee(s) pursuant to written instructions from the Partnership, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the “Net GP-Related Recontribution Amount”), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Partnership’s and the Other Fund GPs’ obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Partner’s or Withdrawn Partner’s share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his or her GP-Related Recontribution Amount, such excess shall be repaid to such Partner or Withdrawn Partner as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the General Partner shall specify each Partner’s and Withdrawn Partner’s GP-Related Recontribution Amount. Prior to such time, the General Partner may, in its discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Partner’s Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the General Partner) shall be contributed by such Partner to such Partner’s Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.

(B) To the extent any Partner or Withdrawn Partner has satisfied any Holdback obligation with Firm Collateral, such Partner or Withdrawn Partner shall, within 10 days of the General Partner’s call for GP-Related Recontribution Amounts, make a cash payment into the Trust Account in an amount equal to the amount of the Holdback obligation satisfied with such Firm Collateral, or such lesser amount such that the amount in the Trust Account allocable to such Partner or Withdrawn Partner equals the sum of (I) such Partner’s or Withdrawn Partner’s GP-Related Recontribution Amount and (II) any similar amounts payable to any of the Other Fund GPs. Immediately upon receipt of such cash, the Trustee(s) shall take such steps as are necessary to release such Firm Collateral of such Partner or Withdrawn Partner equal to the amount of such cash payment. If the amount of such cash payment is less than the amount of Firm Collateral of such Partner or Withdrawn Partner, the balance of such Firm Collateral if any, shall be retained to secure the payment of GP-Related Deficiency Contributions, if any, and shall be fully released upon the satisfaction of the Partnership’s and the Other Fund GPs’ obligation to pay the Clawback Amount. The failure of any Partner or Withdrawn Partner to make a cash payment in accordance with this clause (B) (to the extent applicable) shall constitute a default under Section 5.8(d)(ii) as if such cash payment hereunder constitutes a Net GP-Related Recontribution Amount under Section 5.8(d)(ii). Solely to the extent required by the BCP Asia III Partnership

 

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Agreement, each partner of the General Partner shall have the same obligations as a Partner (which obligations shall be subject to the same limitations as the obligations of a Partner) under this Section 5.8(d)(i)(B) and under Section 5.8(d)(ii)(A) with respect to such partner’s pro rata share of any Clawback Amount and solely to the extent that the Partnership has insufficient funds to meet the Partnership’s obligations under the BCP Asia III Partnership Agreement.

(ii) (A) In the event any Partner or Withdrawn Partner (a “GP-Related Defaulting Party”) fails to recontribute all or any portion of such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Carried Interest Give Back Percentages in the case of Clawback Amounts, and GP-Related Profit Sharing Percentages in the case of GP-Related Giveback Amounts (as more fully described in clause (II) of Section 5.8(d)(i)(A) above)), such amounts as are necessary to fulfill the GP-Related Defaulting Party’s obligation to pay such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount (a “GP-Related Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership (or an Other Fund GP) will be unable to collect such amount in cash from such GP-Related Defaulting Party for payment of the Clawback Amount or GP-Related Giveback Amount, as the case may be, at least 20 Business Days prior to the latest date that the Partnership, and the Other Fund GPs, if applicable, are permitted to pay the Clawback Amount or GP-Related Giveback Amount, as the case may be; provided, that, subject to Section 5.8(e), no Partner or Withdrawn Partner shall as a result of such GP-Related Deficiency Contribution be required to contribute an amount in excess of 150% of the amount of the Net GP-Related Recontribution Amount initially requested from such Partner or Withdrawn Partner in respect of such default.

(B) Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the GP-Related Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the GP-Related Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such GP-Related Defaulting Party becoming a GP-Related Defaulting Party) to set-off as appropriate and apply against such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount any amounts otherwise payable to the GP-Related Defaulting Party by the Partnership or any Affiliate thereof (including amounts unrelated to Carried Interest, such as returns of capital and profit thereon). Each Partner and Withdrawn Partner hereby grants to the General Partner a security interest, effective upon such Partner or Withdrawn Partner becoming a GP-Related Defaulting Party, in all accounts receivable and other rights to receive payment from any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner and Withdrawn Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full

 

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irrevocable power and authority, in the name of such Partner or Withdrawn Partner or in the name of the General Partner, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Net GP-Related Recontribution Amount of a GP-Related Defaulting Party from the date such Net GP-Related Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(C) Any Partner’s or Withdrawn Partner’s failure to make a GP-Related Deficiency Contribution shall cause such Partner or Withdrawn Partner to be a GP-Related Defaulting Party with respect to such amount. The Partnership shall first seek any remaining Trust Amounts (and Trust Income thereon) allocated to such Partner or Withdrawn Partner to satisfy such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution before seeking cash contributions from such Partner or Withdrawn Partner in satisfaction of such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution.

(iii) In the event any Partner or Withdrawn Partner initially fails to recontribute all or any portion of such Partner or Withdrawn Partner’s pro rata share of any Clawback Amount pursuant to Section 5.8(d)(i)(A), the Partnership shall use its reasonable efforts to collect the amount which such Partner or Withdrawn Partner so fails to recontribute.

(iv) A Partner’s or Withdrawn Partner’s obligation to make contributions to the Partnership under this Section 5.8(d) shall survive the termination of the Partnership.

(e) The Partners acknowledge that the General Partner will (and is hereby authorized to) take such steps as it deems appropriate, in its good faith judgment, to further the objective of providing for the fair and equitable treatment of all Partners, including by allocating Aggregate Net Losses from Writedowns (as defined in the BCP Asia III Agreements) and Losses (as defined in the BCP IX Agreements) on GP-Related BCP Asia III Investments that have been the subject of a writedown and/or Net Loss (as defined in the BCP IX Agreements) (each, a “Loss Investment”) to those Partners who participated in such Loss Investments based on their Carried Interest Sharing Percentage therein to the extent that such Partners receive or have received Carried Interest distributions from other GP-Related BCP Asia III Investments. Consequently and notwithstanding anything herein to the contrary, adjustments to Carried Interest distributions shall be made as set forth in this Section 5.8(e).

(i) At the time the Partnership is making Carried Interest distributions in connection with a GP-Related BCP Asia III Investment (the “Subject Investment”) that have been reduced under any BCP Asia III Agreement as a result of one or more Loss Investments, the General Partner shall calculate amounts distributable to or due from each such Partner as follows:

 

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(A) determine each Partner’s share of each such Loss Investment based on his or her Carried Interest Sharing Percentage in each such Loss Investment (which may be zero) to the extent such Loss Investment has reduced the Carried Interest distributions otherwise available for distribution to all Partners (indirectly through the Partnership from BCP Asia III ) from the Subject Investment (such reduction, the “Loss Amount”);

(B) determine the amount of Carried Interest distributions otherwise distributable to such Partner with respect to the Subject Investment (indirectly through the Partnership from BCP Asia III ) before any reduction in respect of the amount determined in clause (A) above (the “Unadjusted Carried Interest Distributions”); and

(C) subtract (I) the Loss Amounts relating to all Loss Investments from (II) the Unadjusted Carried Interest Distributions for such Partner, to determine the amount of Carried Interest distributions to actually be paid to such Partner (“Net Carried Interest Distribution”).

To the extent that the Net Carried Interest Distribution for a Partner as calculated in this clause (i) is a negative number, the General Partner shall (I) notify such Partner, at or prior to the time such Carried Interest distributions are actually made to the Partners, of his or her obligation to recontribute to the Partnership prior Carried Interest distributions (a “Net Carried Interest Distribution Recontribution Amount”), up to the amount of such negative Net Carried Interest Distribution, and (II) to the extent amounts recontributed pursuant to clause (I) are insufficient to satisfy such negative Net Carried Interest Distribution amount, reduce future Carried Interest distributions otherwise due such Partner, up to the amount of such remaining negative Net Carried Interest Distribution. If a Partner’s (x) Net Carried Interest Distribution Recontribution Amount exceeds (y) the aggregate amount of prior Carried Interest distributions less the amount of tax thereon, calculated based on the Assumed Tax Rate (as defined in the BCP Asia III Agreements) in effect in the Fiscal Years of such distributions (the “Excess Tax-Related Amount”), then such Partner may, in lieu of paying such Partner’s Excess Tax-Related Amount, defer such amounts as set forth below. Such deferred amount shall accrue interest at the Prime Rate. Such deferred amounts shall be reduced and repaid by the amount of Carried Interest otherwise distributable to such Partner in connection with future Carried Interest distributions until such balance is reduced to zero. Any deferred amounts shall be payable in full upon the earlier of (i) such time as the Clawback Amount is determined (as provided herein) and (ii) such time as the Partner becomes a Withdrawn Partner.

To the extent there is an amount of negative Net Carried Interest Distribution with respect to a Partner remaining after the application of this clause (i), notwithstanding clause (II) of the preceding paragraph, such remaining amount of negative Net Carried Interest Distribution shall be allocated to the other Partners pro rata based on each of their Carried Interest Sharing Percentages in the Subject Investment.

A Partner who fails to pay a Net Carried Interest Distribution Recontribution Amount promptly upon notice from the General Partner (as provided above) shall be deemed a GP-Related Defaulting Party for all purposes hereof.

 

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A Partner may satisfy in part any Net Carried Interest Distribution Recontribution Amount from cash that is then subject to a Holdback, to the extent that the amounts that remain subject to a Holdback satisfy the Holdback requirements hereof as they relate to the reduced amount of aggregate Carried Interest distributions received by such Partner (taking into account any Net Carried Interest Distribution Recontribution Amount contributed to the Partnership by such Partner).

Any Net Carried Interest Distribution Recontribution Amount contributed by a Partner, including amounts of cash subject to a Holdback as provided above, shall increase the amount available for distribution to the other Partners as Carried Interest distributions with respect to the Subject Investment; provided, that any such amounts then subject to a Holdback may be so distributed to the other Partners to the extent a Partner receiving such distribution has satisfied the Holdback requirements with respect to such distribution (taken together with the other Carried Interest distributions received by such Partner to date).

(ii) In the case of Clawback Amounts which are required to be contributed to the Partnership as otherwise provided herein, the obligation of the Partners with respect to any Clawback Amount shall be adjusted by the General Partner as follows:

(A) determine each Partner’s share of any Net Losses (as defined in the BCP Asia III Agreements) in any GP-Related BCP Asia III Investments which gave rise to the Clawback Amount (i.e., the Losses that followed the last GP-Related BCP Asia III Investment with respect to which Carried Interest distributions were made), based on such Partner’s Carried Interest Sharing Percentage in such GP-Related BCP Asia III Investments;

(B) determine each Partner’s obligation with respect to the Clawback Amount based on such Partner’s Carried Interest Give Back Percentage as otherwise provided herein; and

(C) subtract the amount determined in clause (B) above from the amount determined in clause (A) above with respect to each Partner to determine the amount of adjustment to each Partner’s share of the Clawback Amount (a Partner’s “Clawback Adjustment Amount”).

A Partner’s share of the Clawback Amount shall for all purposes hereof be decreased by such Partner’s Clawback Adjustment Amount, to the extent it is a negative number (except to the extent expressly provided below). A Partner’s share of the Clawback Amount shall for all purposes hereof be increased by such Partner’s Clawback Adjustment Amount (to the extent it is a positive number); provided, that in no way shall a Partner’s aggregate obligation to satisfy a Clawback Amount as a result of this clause (ii) exceed the aggregate Carried Interest distributions received by such Partner. To the extent a positive Clawback Adjustment Amount remains after the application of this clause (ii) with respect to a Partner, such remaining Clawback Adjustment Amount shall be allocated to the Partners (including any Partner whose Clawback Amount was increased pursuant to this clause (ii)) pro rata based on their Carried Interest Give Back Percentages (determined without regard to this clause (ii)).

 

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Any distribution or contribution adjustments pursuant to this Section 5.8(e) by the General Partner shall be based on its good faith judgment, and no Partner shall have any claim against the Partnership, the General Partner or any other Partners as a result of any adjustment made as set forth above. This Section 5.8(e) applies to all Partners, including Withdrawn Partners.

It is agreed and acknowledged that this Section 5.8(e) is an agreement among the Partners and in no way modifies the obligations of each Partner regarding the Clawback Amount as provided in the BCP Asia III Agreements.

Section 5.9. Service Fee. In consideration of the services and expenses of the General Partner, each Limited Partner who ceases to be an employee or officer of Blackstone on or after January 1, 2025 (such Limited Partner, a “Former Blackstone Employee”) shall be subject to a service fee (the “Service Fee”). The Service Fee will (i) apply to each distribution or payment in respect of or relating to “Carried Interest” made to Former Blackstone Employees (including, for the avoidance of doubt, Limited Partners that become Former Blackstone Employees) attributable to “Carried Interest” awards or allocations on investments made on or following January 1, 2025, (ii) initially be equal to 1% of each such amount to be distributed (or otherwise paid) (or such greater or lesser amount as determined by the General Partner in its sole discretion from time to time), which amounts shall, for the avoidance of doubt, be net of any other costs, fees, expenses and any reserves established, and prior to the withholding of Holdback amounts and taxes (in each case, as calculated by the General Partner in good faith), (iii) may be calculated and withheld out of distributions or payments as such distributions or payments are made and/or shall be payable in arrears with respect to each Former Blackstone Employee, including by withholding from subsequent distribution or payment amounts. For the avoidance of doubt, the Service Fee shall be in addition to each Former Blackstone Employee’s commitments and other obligations to the Partnership. The General Partner may waive the Service Fee, in whole or in part, in its sole discretion with respect to any Former Blackstone Employee, and/or require that each Former Blackstone Employee to pay such Service Fee directly or out of distributions or payments as noted above.

Section 5.10. Business Expenses. The Partnership shall reimburse the Partners for reasonable travel, entertainment and miscellaneous expenses incurred by them in the conduct of the Partnership’s business in accordance with rules and regulations established by the General Partner from time to time.

Section 5.11. Tax Capital Accounts; Tax Allocations. (a) For U.S. federal income tax purposes, there shall be established for each Partner a single capital account combining such Partner’s Capital Commitment Capital Account and GP-Related Capital Account, with such adjustments as the General Partner determines are appropriate so that such single capital account is maintained in compliance with the principles and requirements of Section 704(b) of the Code and the Treasury Regulations thereunder. In furtherance of the foregoing and in accordance with Treasury Regulations Section 1.1061-3(c)(3)(ii)(B), the Partnership shall (i) calculate separate allocations attributable to (A) the Carried Interest and any other distribution entitlements that are not commensurate with capital contributed to the Partnership, and (B) any distribution entitlements of the Partners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Regulations Section 1.1061-3(c)(3)(ii)(B) and as reasonably determined by the General Partner), and (ii) consistently reflect each such allocation in its books and records.

 

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(b) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code or other applicable law. In the event there is a net decrease in partnership minimum gain or partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable year of the Partnership, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to its respective share of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). In addition, this Agreement shall be considered to contain a “qualified income offset” as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Notwithstanding the foregoing, the General Partner in its sole discretion shall make allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Partners within the meaning of the Code and the Treasury Regulations. To the extent there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or credit of the Partnership (or an adjustment to any Partner’s distributive share thereof), the General Partner may reallocate the adjusted items among each Partner or former Partner (as determined by the General Partner) in accordance with the final resolution of such audit adjustment. The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

(c) For U.S. federal, state and local income tax purposes only, Partnership income, gain, loss, deduction or expense (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in a manner corresponding to the manner in which corresponding items are allocated among the Partners pursuant to the other provisions of this Section 5.11; provided, that the General Partner may in its sole discretion make such allocations for tax purposes as it determines are appropriate so that allocations have substantial economic effect or are in accordance with the interests of the Partners, within the meaning of the Code and the Treasury Regulations thereunder. To the extent there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or credit of the Partnership (or an adjustment to any Partner’s distributive share thereof), the General Partner may reallocate the adjusted items among each Partner or former Partner (as determined by the General Partner) in accordance with the final resolution of such audit adjustment.

 

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ARTICLE VI

ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS;

SATISFACTION AND DISCHARGE OF

PARTNERSHIP INTERESTS; TERMINATION

Section 6.1. Additional Partners. (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to adhere to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

(b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. Notwithstanding any provision in this Agreement to the contrary, the General Partner is authorized, without the need for any further act, vote or consent of any person, to make adjustments to the GP-Related Profit Sharing Percentages as it determines necessary in its sole discretion in connection with any additional Partners admitted to the Partnership, adjustments with respect to other Partners of the Partnership and to give effect to other matters set forth herein, as applicable.

(c) An additional Partner shall be required to contribute to the Partnership his or her pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Section 4.1 and Section 7.1.

(d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of this Agreement by such additional Partner, (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, as determined by the General Partner, (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become an additional Partner and to adhere to and be bound by the terms of this Agreement and such writing being acceptable to the General Partner on behalf of the Partnership or (iv) the listing of such additional Partner in the books and records of the Partnership by the General Partner. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement that is acceptable to the General Partner on behalf of the Partnership.

 

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Section 6.2. Withdrawal of Partners. (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

(b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein.

(c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability.

(d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail.

 

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(e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

Section 6.3. GP-Related Partner Interests Not Transferable. (a) No Partner may sell, assign, pledge, grant a security interest over or otherwise transfer or encumber all or any portion of such Partner’s GP-Related Partner Interest other than as permitted by written agreement between such Partner and the Partnership; provided, that this Section 6.3 shall not impair transfers by operation of law, transfers by will or by other testamentary instrument occurring by virtue of the death or dissolution of a Partner, or transfers required by trust agreements; provided further, that, subject to the prior written consent of the General Partner, which shall not be unreasonably withheld, a Limited Partner may transfer, for estate planning purposes, up to 25% of his or her GP-Related Profit Sharing Percentage to any estate planning trust, limited partnership, or limited liability company with respect to which a Limited Partner controls investments related to any interest in the Partnership held therein (an “Estate Planning Vehicle”). Each Estate Planning Vehicle will be a Nonvoting Special Partner. Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership (including the obligation to make additional GP-Related Capital Contributions), as the case may be. The General Partner may at its sole option exercisable at any time require any Estate Planning Vehicle to Withdraw from the Partnership on the terms of this Article VI. Except as provided in the second proviso to the first sentence of this Section 6.3, no assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Partner’s GP-Related Partner Interest shall have any right to be a Partner without the prior written consent of the General Partner (which consent may be given or withheld in its sole discretion without giving any reason therefor). Notwithstanding the granting of a security interest in the entire Interest of any Partner, such Partner shall continue to be a Partner of the Partnership.

(b) Notwithstanding any provision hereof to the contrary, no sale or transfer of any GP-Related Partner Interest in the Partnership may be made except in compliance with all federal, state and other applicable laws, including U.S. federal and state securities laws.

Section 6.4. Consequences upon Withdrawal of a Partner. (a) Subject to the Partnership Act, the General Partner may not transfer or assign its interest as a General Partner in the Partnership or its right to manage the affairs of the Partnership, except that the General Partner may, subject to the Partnership Act, with the prior written approval of a Majority in Interest of the Partners, admit another person as an additional or substitute General Partner who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise); provided however, that the General Partner may, in its sole discretion, transfer all or part of its interest in the Partnership to a person who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise) and who owns, directly or indirectly, the principal part of the business then conducted by the General Partner in connection with any winding up, dissolution or reorganization of the General Partner, and, upon the assumption by such person of liability for all the obligations of the General Partner under this

 

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Agreement and the filing of a statement pursuant to Section 10 of the Partnership Act, such person shall be admitted as the General Partner. A person who is so admitted as an additional or substitute General Partner shall thereby become a General Partner and shall have the right to manage the affairs of the Partnership and to vote as a Partner to the extent of the interest in the Partnership so acquired. The General Partner shall file, or cause to be filed, any statement required to be filed pursuant to Section 10 of the Partnership Act with the Cayman Islands Registrar of Exempted Limited Partnerships to give effect to the provisions of this Section 6.4(a). The General Partner shall not cease to be the general partner of the Partnership upon the collateral assignment of or the pledging or granting of a security interest in its entire Interest in the Partnership.

(b) Except as contemplated by Section 6.4(a) above, Withdrawal by a General Partner is not permitted. The Withdrawal of a Partner shall not commence the winding up of or dissolve the Partnership if at the time of such Withdrawal there are one or more remaining Partners and any one or more of such remaining Partners continue the business of the Partnership (any and all such remaining Partners being hereby authorized to continue the business of the Partnership without commencement of the winding up of or dissolution and hereby agreeing to do so). Notwithstanding Section 6.4(c), if upon the Withdrawal of a Partner there shall be no remaining Limited Partners, the Partnership shall be wound up and subsequently dissolved unless, within 90 days after the occurrence of such Withdrawal, all remaining Special Partners agree in writing to continue the business of the Partnership and to the appointment, effective to the maximum extent permissible by the Partnership Act, as of the date of such Withdrawal, of one or more Limited Partners satisfying the requirements of, and in accordance with, the Partnership Act.

(c) The Partnership shall not commence winding up or be dissolved, in and of itself, by the Withdrawal of any Partner, but shall continue with the surviving or remaining Partners as partners thereof in accordance with and subject to the terms and provisions of this Agreement.

Section 6.5. Satisfaction and Discharge of a Withdrawn Partners GP-Related Partner Interests.

(a) The terms of this Section 6.5 shall apply to the GP-Related Partner Interest of a Withdrawn Partner, but, except as otherwise expressly provided in this Section 6.5, shall not apply to the Capital Commitment Partner Interest of a Withdrawn Partner. For purposes of this Section 6.5, the term “Settlement Date” means the date as of which a Withdrawn Partner’s GP-Related Partner Interest in the Partnership is settled as determined under paragraph (b) below. Notwithstanding the foregoing, any Limited Partner who Withdraws from the Partnership, and all or any portion of whose GP-Related Partner Interest is retained as a Special Partner, shall be considered a Withdrawn Partner for all purposes hereof.

(b) Except where a later date for the settlement of a Withdrawn Partner’s GP-Related Partner Interest in the Partnership may be agreed to by the General Partner and a Withdrawn Partner, a Withdrawn Partner’s Settlement Date shall be his or her Withdrawal Date; provided, that if a Withdrawn Partner’s Withdrawal Date is not the last day of a month, then the General Partner may elect for such Withdrawn Partner’s Settlement Date to be the last day of the month in which his or her Withdrawal Date occurs. During the interval, if any, between a Withdrawn Partner’s Withdrawal Date and Settlement Date, such Withdrawn Partner shall have the same rights and obligations with respect to GP-Related Capital Contributions, interest on capital, allocations of GP-Related Net Income (Loss) and distributions as would have applied had such Withdrawn Partner remained a Partner of the Partnership during such period.

 

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(c) In the event of the Withdrawal of a Partner, with respect to such Withdrawn Partner’s GP-Related Partner Interest, the General Partner shall promptly after such Withdrawn Partner’s Settlement Date (i) determine and allocate to the Withdrawn Partner’s GP-Related Capital Accounts such Withdrawn Partner’s allocable share of the GP-Related Net Income (Loss) of the Partnership for the period ending on such Settlement Date in accordance with Article V and (ii) credit the Withdrawn Partner’s GP-Related Capital Accounts with interest in accordance with Section 5.2. In making the foregoing calculations, the General Partner shall be entitled to establish such reserves (including reserves for taxes, bad debts, unrealized losses, actual or threatened litigation or any other expenses, contingencies or obligations) as it deems appropriate. Unless otherwise determined by the General Partner in a particular case, a Withdrawn Partner shall not be entitled to receive any GP-Related Unallocated Percentage in respect of the accounting period during which such Partner Withdraws from the Partnership (whether or not previously awarded or allocated) or any GP-Related Unallocated Percentage in respect of prior accounting periods that have not been paid or allocated (whether or not previously awarded) as of such Withdrawn Partner’s Withdrawal Date.

(d) From and after the Settlement Date of the Withdrawn Partner, the Withdrawn Partner’s GP-Related Profit Sharing Percentages shall, unless otherwise allocated by the General Partner pursuant to Section 5.3(a), be deemed to be GP-Related Unallocated Percentages (except for GP-Related Profit Sharing Percentages with respect to GP-Related Investments as provided in paragraph (f) below).

(e) (i) Upon the Withdrawal from the Partnership of a Partner with respect to such Partner’s GP-Related Partner Interest, such Withdrawn Partner thereafter shall not, except as expressly provided in this Section 6.5, have any rights of a Partner (including voting rights) with respect to such Partner’s GP-Related Partner Interest, and, except as expressly provided in this Section 6.5, such Withdrawn Partner shall not have any interest in the Partnership’s GP-Related Net Income (Loss), or in distributions related to such Partner’s GP-Related Partner Interest, GP-Related Investments or other assets related to such Partner’s GP-Related Partner Interest. If a Partner Withdraws from the Partnership with respect to such Partner’s GP-Related Partner Interest for any reason other than for Cause pursuant to Section 6.2, then the Withdrawn Partner shall be entitled to receive, at the time or times specified in Section 6.5(i) below, in satisfaction and discharge in full of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership, (x) payment equal to the aggregate credit balance, if any, as of the Settlement Date of the Withdrawn Partner’s GP-Related Capital Accounts, (excluding any GP-Related Capital Account or portion thereof attributable to any GP-Related Investment) and (y) the Withdrawn Partner’s percentage interest attributable to each GP-Related Investment in which the Withdrawn Partner has an interest as of the Settlement Date as provided in paragraph (f) below (which shall be settled in accordance with paragraph (f) below), subject to all the terms and conditions of paragraphs (a)-(r) of this Section 6.5. If the amount determined pursuant to clause (x) above is an aggregate negative balance, the Withdrawn Partner shall pay the amount thereof to the Partnership upon demand by the General Partner on or after the date of the statement referred to in Section 6.5(i) below; provided, that if the Withdrawn Partner was solely a Special Partner on his or her Withdrawal Date, such payment shall be required only to the extent of any amounts payable to

 

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such Withdrawn Partner pursuant to this Section 6.5. Any aggregate negative balance in the GP-Related Capital Accounts of a Withdrawn Partner who was solely a Special Partner, upon the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, shall be allocated among the other Partners’ GP-Related Capital Accounts in accordance with their respective GP-Related Profit Sharing Percentages in the categories of GP-Related Net Income (Loss) giving rise to such negative balance as determined by the General Partner as of such Withdrawn Partner’s Settlement Date. In the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership, no value shall be ascribed to goodwill, the Partnership name or the anticipation of any value the Partnership or any successor thereto might have in the event the Partnership or any interest therein were to be sold in whole or in part.

(ii) Notwithstanding clause (i) of this Section 6.5(e), in the case of a Partner whose Withdrawal with respect to such Partner’s GP-Related Partner Interest resulted from such Partner’s death or Incompetence, such Partner’s estate or legal representative, as the case may be, may elect, at the time described below, to receive a Nonvoting Special Partner GP-Related Partner Interest and retain such Partner’s GP-Related Profit Sharing Percentage in all (but not less than all) illiquid investments of the Partnership in lieu of a cash payment (or Investor Note) in settlement of that portion of the Withdrawn Partner’s GP-Related Partner Interest. The election referred to above shall be made within 60 days after the Withdrawn Partner’s Settlement Date, based on a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5.

(f) For purposes of clause (y) of paragraph (e)(i) above, a Withdrawn Partner’s “percentage interest” means his or her GP-Related Profit Sharing Percentage as of the Settlement Date in the relevant GP-Related Investment. The Withdrawn Partner shall retain his or her percentage interest in such GP-Related Investment and shall retain his or her GP-Related Capital Account or portion thereof attributable to such GP-Related Investment, in which case such Withdrawn Partner (a “Retaining Withdrawn Partner”) shall become and remain a Special Partner for such purpose (and, if the General Partner so designates, such Special Partner shall be a Nonvoting Special Partner). The GP-Related Partner Interest of a Retaining Withdrawn Partner pursuant to this paragraph (f) shall be subject to the terms and conditions applicable to GP-Related Partner Interests of any kind hereunder and such other terms and conditions as are established by the General Partner. At the option of the General Partner in its sole discretion, the General Partner and the Retaining Withdrawn Partner may agree to have the Partnership acquire such GP-Related Partner Interest without the approval of the other Partners; provided, that the General Partner shall reflect in the books and records of the Partnership the terms of any acquisition pursuant to this sentence.

(g) The General Partner may elect, in lieu of payment in cash of any amount payable to a Withdrawn Partner pursuant to paragraph (e) above, to (i) have the Partnership issue to the Withdrawn Partner a subordinated promissory note and/or to (ii) distribute in kind to the Withdrawn Partner such Withdrawn Partner’s pro rata share (as determined by the General Partner) of any securities or other investments of the Partnership in relation to such Partner’s GP-Related Partner Interest. If any securities or other investments are distributed in kind to a Withdrawn Partner under this paragraph (g), the amount described in clause (x) of paragraph (e)(i) shall be reduced by the value of such distribution as valued on the latest balance sheet of the Partnership in accordance with generally accepted accounting principles or, if not appearing on such balance sheet, as reasonably determined by the General Partner.

 

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(h) [Intentionally omitted.]

(i) Within 120 days after each Settlement Date, the General Partner shall submit to the Withdrawn Partner a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5 together with any cash payment, subordinated promissory note and in kind distributions to be made to such Partner as shall be determined by the General Partner. The General Partner shall submit to the Withdrawn Partner supplemental statements with respect to additional amounts payable to or by the Withdrawn Partner in respect of the settlement of his or her GP-Related Partner Interest in the Partnership (e.g., payments in respect of GP-Related Investments pursuant to paragraph (f) above or adjustments to reserves pursuant to paragraph (j) below) promptly after such amounts are determined by the General Partner. To the fullest extent permitted by law, such statements and the valuations on which they are based shall be accepted by the Withdrawn Partner without examination of the accounting books and records of the Partnership or other inquiry. Any amounts payable by the Partnership to a Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment or provision for payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to the applicable date of payment or distribution; provided, that such Withdrawn Partner shall otherwise rank pari passu in right of payment (x) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year before the Withdrawal Date of the Withdrawn Partner in question and (y) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year after the Withdrawal Date of the Withdrawn Partner in question.

(j) If the aggregate reserves established by the General Partner as of the Settlement Date in making the foregoing calculations should prove, in the determination of the General Partner, to be excessive or inadequate, the General Partner may elect, but shall not be obligated, to pay the Withdrawn Partner or his or her estate such excess, or to charge the Withdrawn Partner or his or her estate such deficiency, as the case may be.

(k) Any amounts owed by the Withdrawn Partner to the Partnership at any time on or after the Settlement Date (e.g., outstanding Partnership loans or advances to such Withdrawn Partner) shall be offset against any amounts payable or distributable by the Partnership to the Withdrawn Partner at any time on or after the Settlement Date or shall be paid by the Withdrawn Partner to the Partnership, in each case as determined by the General Partner. All cash amounts payable by a Withdrawn Partner to the Partnership under this Section 6.5 shall bear interest from the due date to the date of payment at a floating rate equal to the lesser of (x) the Prime Rate or (y) the maximum rate of interest permitted by applicable law. The “due date” of amounts payable by a Withdrawn Partner pursuant to Section 6.5(i) above shall be 120 days after a Withdrawn Partner’s Settlement Date. The “due date” of amounts payable to or by a Withdrawn Partner in respect of GP-Related Investments for which the Withdrawn Partner has retained a percentage interest in accordance with paragraph (f) above shall be 120 days after realization with respect to such GP-Related Investment. The “due date” of any other amounts payable by a Withdrawn Partner shall be 60 days after the date such amounts are determined to be payable.

 

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(l) At the time of the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, the General Partner may, to the fullest extent permitted by applicable law, impose any restrictions it deems appropriate on the assignment, pledge, grant of security interest, encumbrance or other transfer by such Withdrawn Partner of any interest in any GP-Related Investment retained by such Withdrawn Partner, any securities or other investments distributed in kind to such Withdrawn Partner or such Withdrawn Partner’s right to any payment from the Partnership.

(m) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest for Cause pursuant to Section 6.2(d), then his or her GP-Related Partner Interest shall be settled in accordance with paragraphs (a)-(r) of this Section 6.5; provided, that the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) In settling the Withdrawn Partner’s interest in any GP-Related Investment in which he or she has an interest as of his or her Settlement Date, the General Partner may elect to (A) determine the GP-Related Unrealized Net Income (Loss) attributable to each such GP-Related Investment as of the Settlement Date and allocate to the appropriate GP-Related Capital Account of the Withdrawn Partner his or her allocable share of such GP-Related Unrealized Net Income (Loss) for purposes of calculating the aggregate balance of such Withdrawn Partner’s GP-Related Capital Account pursuant to clause (x) of paragraph (e)(i) above, (B) credit or debit, as applicable, the Withdrawn Partner with the balance of his or her GP-Related Capital Account or portion thereof attributable to each such GP-Related Investment as of his or her Settlement Date without giving effect to the GP-Related Unrealized Net Income (Loss) from such GP-Related Investment as of his or her Settlement Date, which shall be forfeited by the Withdrawn Partner or (C) apply the provisions of paragraph (f) above; provided, that the maximum amount of GP-Related Net Income (Loss) allocable to such Withdrawn Partner with respect to any GP-Related Investment shall equal such Partner’s percentage interest of the GP-Related Unrealized Net Income, if any, attributable to such GP-Related Investment as of the Settlement Date (the balance of such GP-Related Net Income (Loss), if any, shall be allocated as determined by the General Partner). The Withdrawn Partner shall not have any continuing interest in any GP-Related Investment to the extent an election is made pursuant to (A) or (B) above.

(ii) Any amounts payable by the Partnership to the Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to or on or after the applicable date of payment or distribution.

(n) The payments to a Withdrawn Partner pursuant to this Section 6.5 may be conditioned on the compliance by such Withdrawn Partner with any lawful and reasonable (under the circumstances) restrictions against engaging or investing in a business competitive with that of the Partnership or any of its subsidiaries and Affiliates for a period not exceeding two years determined by the General Partner. Upon written notice to the General Partner, any Withdrawn Partner who is subject to noncompetition restrictions established by the General Partner pursuant to this paragraph (n) may elect to forfeit the principal amount payable in the final installment of his or her subordinated promissory note, together with interest to be accrued on such installment after the date of forfeiture, in lieu of being bound by such restrictions.

 

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(o) In addition to the foregoing, the General Partner shall have the right to pay a Withdrawn Partner (other than the General Partner) a discretionary additional payment in an amount and based upon such circumstances and conditions as it determines to be relevant.

(p) The provisions of this Section 6.5 shall apply to any Investor Special Partner relating to a Limited Partner or Special Partner and to any transferee of any GP-Related Partner Interest of such Partner pursuant to Section 6.3 if such Partner Withdraws from the Partnership.

(q) (i) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(ii) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(r) Each Partner (other than the General Partner) hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 6.5, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney shall be irrevocable and is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner. This power of attorney may be exercised by such attorney-in-fact for each of the Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Partners executing an instrument.

Section 6.6. Dissolution of the Partnership. The General Partner may wind up and subsequently dissolve the Partnership prior to the expiration of its term at any time on not less than sixty (60) days’ notice commencement of winding up to the other Partners and, upon completion of the winding up of the Partnership, by filing a notice pursuant to Section 36(2) of the Partnership Act. Upon the commencement of winding up, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

 

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Section 6.7. Certain Tax Matters. (a) The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

(b) The General Partner shall cause to be prepared all U.S. federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several States and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he or she shall not, unless he or she provides prior notice of such action to the Partnership, (i) treat, on his or her individual income tax returns, any item of income, gain, loss, deduction or credit relating to his or her interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such Partner for use in preparing his or her income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Partnership Representative (as defined below) shall be authorized to act for, and his or her decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Partnership Representative in connection therewith (including, without limitation, attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he or she provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Partnership Representative or with respect to any such amended return or claim for refund filed by the Partnership or the Partnership Representative or in any such administrative or judicial proceedings conducted by the Partnership or the Partnership Representative. The General Partner may act as or appoint the “partnership representative” under the Code (the “Partnership Representative”). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 6.7 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation.

 

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(c) Each individual Partner shall provide to the Partnership copies of each U.S. federal, state and local income tax return of such Partner (including any amendment thereof) within 30 days after filing such return.

(d) To the extent the General Partner reasonably determines that the Partnership (or any entity in which the Partnership holds an interest) is or may be required by law to withhold or to make tax payments, including interest and penalties on such amounts, on behalf of or with respect to any Partner, or as a result of a Partner’s participation in the Partnership or as a result of a Partner’s failure to provide requested tax information, including pursuant to Section 6225 or Section 1446(f) of the Code (“Tax Advances”), the General Partner may withhold or escrow such amounts or make such tax payments as so required. All Tax Advances attributable to a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner. The obligations of a Partner set forth in this Section 6.7(d) shall survive the Withdrawal of any Partner from the Partnership or any Transfer of a Partner’s interest and the winding up, dissolution and liquidation of the Partnership (in which case such obligation will be owed to the General Partner directly).

(e) To the extent that any taxes are imposed on the Partnership (or any entity in which the Partnership invests that is treated as a flow-through entity for relevant tax purposes) with respect to income of the Partnership (or such entity) in lieu of taxes imposed directly on a Partner with respect to such income (including any state or local income taxes), whether by election of the Partnership or the General Partner or otherwise, such amounts shall be deemed to have been distributed to such Partner. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to any such tax payments. The obligations of a Partner set forth in this Section 6.7(e) shall survive the Withdrawal of any Partner from the Partnership or any Transfer of a Partner’s interest and the winding up, dissolution and liquidation of the Partnership (in which case such obligation will be owed to the General Partner directly).

Section 6.8. Special Basis Adjustments. In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.

 

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ARTICLE VII

CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS;

ALLOCATIONS; DISTRIBUTIONS

Section 7.1. Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Partner Interests and the Capital Commitment BCP Asia III Interest and matters related to the Capital Commitment Partner Interests and the Capital Commitment BCP Asia III Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Partner Interests or the GP-Related BCP Asia III Interest.

(b) Each Partner, severally, agrees to make contributions of capital to the Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the Partnership’s capital contributions to BCP Asia III or Associates Asia III in respect of the Capital Commitment BCP Asia III Interest, if any, and the related Capital Commitment BCP Asia III Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Partner shall be obligated to make Capital Commitment-Related Capital Contributions to the Partnership in an amount in excess of such Partner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements, if any, of the Partners may include provisions with respect to the foregoing matters. It is understood that a Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Partnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Partner shall be evidenced by receipt by the Partnership of funds equal to such Partner’s Capital Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the General Partner may submit to the Partners from time to time.

(c) The Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment-Related Capital Contributions due to the Partnership from such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Partner shall pay interest to the Advancing Party on each Firm Advance from the date of such Firm Advance until the repayment thereof by such Partner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon

 

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prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Partnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Partner of such rate upon such Partner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Section 7.2. Capital Commitment Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership as of the date of formation of the Partnership, or such later date on which such Partner is admitted to the Partnership, and on each such other date as such Partner first acquires a Capital Commitment Interest in a particular Capital Commitment Investment, a Capital Commitment Capital Account for each Capital Commitment Investment in which such Partner acquires a Capital Commitment Interest on such date. Each Capital Commitment-Related Capital Contribution of a Partner shall be credited to the appropriate Capital Commitment Capital Account of such Partner on the date such Capital Commitment-Related Capital Contribution is paid to the Partnership. Capital Commitment Capital Accounts shall be adjusted to reflect any transfer of a Partner’s interest in the Partnership related to his or her Capital Commitment Partner Interest as provided in this Agreement.

(b) A Partner shall not have any obligation to the Partnership or to any other Partner to restore any negative balance in the Capital Commitment Capital Account of such Partner. Until distribution of any such Partner’s interest in the Partnership with respect to a Capital Commitment Interest as a result of the disposition by the Partnership of the related Capital Commitment Investment and in whole upon the winding-up or dissolution of the Partnership, neither such Partner’s Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption except with the consent of the General Partner.

Section 7.3. Allocations. (a) Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners (including the General Partner) participating in such Capital Commitment Investment in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment. Capital Commitment Net Income (Loss) on any Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion which such Partner’s aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; provided, that if any Partner makes the election provided for in Section 7.6, Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners participating in such Capital Commitment Investment who do not make such election in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment.

 

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(b) Any special costs relating to distributions pursuant to Section 7.6 or Section 7.7 shall be specially allocated to the electing Partner.

(c) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 7.4. Distributions. (a) Each Partner’s allocable portion of Capital Commitment Net Income received from his or her Capital Commitment Investments, distributions to such Partner that constitute returns of capital, and other Capital Commitment Net Income of the Partnership (including, without limitation, Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a Fiscal Year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such Fiscal Year (or on such earlier date as related distributions are made in the sole discretion of the General Partner) with any cash amount distributable to such Partner pursuant to clauses (ii) and (vii) below to be distributed within 45 days after the end of each Fiscal Year of the Partnership (or in each case on such earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below):

(i) First, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor);

(ii) Second, to distribution to the Partner of an amount equal to the U.S. federal, state and local income taxes on income of the Partnership allocated to such Partner for such year in respect of such Partner’s Capital Commitment Partner Interest (the aggregate amount of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum rate of U.S. federal, New York State and New York City taxes (including, without limitation, taxes imposed under Section 1411 of the Code), taking into account the character of such taxable income allocated by the Partnership and the limitations on deductibility of expenses and other items for U.S. federal income tax purposes); provided, that additional amounts shall be paid to the Partner pursuant to this clause (ii) to the extent that such amount reduces the amount otherwise distributable to the Partner pursuant to a comparable provision in any other BE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other entity; provided further, that amounts paid pursuant to the provisions in such other BE Agreements comparable to the immediately preceding proviso shall reduce those amounts otherwise distributable to the Partner pursuant to provisions in such other BE Agreements that are comparable to this clause (ii);

 

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(iii) Third, to the payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to such Fiscal Year or (B) any BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year, to the extent not repaid from Other Sources;

(iv) Fourth, to the return to such Partner of (A) all Capital Commitment-Related Capital Contributions made in respect of the Capital Commitment Interest to which any Capital Commitment Investment disposed of during or prior to such Fiscal Year relates or (B) all capital contributions made to any Blackstone Entity (other than the Partnership) in respect of interests therein relating to BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of Capital Commitment Partner Carried Interest);

(v) Fifth, to the payment of principal (including any previously deferred amounts) then owing under all other Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor;

(vi) Sixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and

(vii) Seventh, to such Partner to the extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof.

To the extent there is a partial disposition of a Capital Commitment Investment or any other BE Investment, as applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Capital Commitment Investment or other BE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Partner who is no longer an employee or officer of Holdings or an Affiliate thereof, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the Partnership or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in respect of such Partner’s Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Partner, until all such Partner’s Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Partner.

 

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Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Partner in respect of such Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his or her Investor Notes for the full period in respect of which the distribution is made.

(b) [Intentionally omitted.]

(c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall be payable on the next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Partner that is no longer an employee or officer of Holdings or its Affiliates. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes.

(d) [Intentionally omitted.]

(e) The Capital Commitment Capital Account of each Partner shall be reduced by the amount of any distribution to such Partner pursuant to Section 7.4(a).

(f) At any time that a sale, exchange, transfer or other disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or BCP Asia III (a “Capital Commitment Disposable Investment”), at the election of the General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a Capital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests.

 

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(g) (i) If (x) the Partnership is obligated under the Giveback Provisions to contribute a Giveback Amount to BCP Asia III in respect of any Capital Commitment BCP Asia III Interest that may be held by the Partnership or (y) Associates Asia III is obligated under the Giveback Provisions to contribute to BCP Asia III a Giveback Amount with respect to any Capital Commitment BCP Asia III Interest that may be held by Associates Asia III and the Partnership is obligated to contribute any such amount to Associates Asia III in respect of the Partnership’s Capital Commitment Associates Asia III Partner Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount in the case of either (x) or (y) being herein called a “Capital Commitment Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligation of the Partnership as determined by the General Partner, in which case, each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership with respect to the Capital Commitment BCP Asia III Interest (the “Capital Commitment Recontribution Amount”) which equals such Partner’s pro rata share of prior distributions in connection with (a) the Capital Commitment BCP Asia III Investment giving rise to the Capital Commitment Giveback Amount, (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Capital Commitment Giveback Amount, Capital Commitment BCP Asia III Investments other than the one giving rise to such obligation, and (c) if the Capital Commitment Giveback Amount pursuant to an applicable BCP Asia III Agreement is unrelated to a specific Capital Commitment BCP Asia III Investment, all Capital Commitment BCP Asia III Investments. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner’s Capital Commitment Recontribution Amount. Prior to such time, the General Partner may, at the General Partner’s discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations).

(ii) (A) In the event any Partner (a “Capital Commitment Defaulting Party”) fails to recontribute all or any portion of such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Capital Commitment Profit Sharing Percentages), such amounts as are necessary to fulfill the Capital Commitment Defaulting Party’s obligation to pay such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount (a “Capital Commitment Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership will be unable to collect such amount in cash from such Capital Commitment Defaulting Party for payment of the Capital Commitment Giveback Amount at least 20 Business Days prior to the latest date that the Partnership is permitted to pay the Capital Commitment Giveback Amount; provided, that no Partner shall as a result of such Capital Commitment Deficiency Contribution be required to contribute an amount in excess of 150% of the amount of the Capital Commitment Recontribution Amount initially requested from such Partner in respect of such default. Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the Capital Commitment Defaulting

 

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Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the Capital Commitment Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such Capital Commitment Defaulting Party becoming a Capital Commitment Defaulting Party) to set-off as appropriate and apply against such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount any amounts otherwise payable to the Capital Commitment Defaulting Party by the Partnership or any Affiliate thereof. Each Partner hereby grants to the General Partner a security interest, effective upon such Partner becoming a Capital Commitment Defaulting Party, in all accounts receivable and other rights to receive payment from the Partnership or any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or in the name of the Partnership, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Capital Commitment Recontribution Amount of a Capital Commitment Defaulting Party from the date such Capital Commitment Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(B) Any Partner’s failure to make a Capital Commitment Deficiency Contribution shall cause such Partner to be a Capital Commitment Defaulting Party with respect to such amount.

(iii) A Partner’s obligation to make contributions to the Partnership under this Section 7.4(g) shall survive the termination of the Partnership.

(h) If a Limited Partner is obligated pursuant to section 34 of the Partnership Act to return a distribution made to it where the Partnership is insolvent, the simple rate of interest on such repayment shall be 0 per centum per annum (0%).

Section 7.5. Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the General Partner) in accordance with the principles utilized by Associates Asia III (or any other Affiliate of the Partnership that is a general partner of BCP Asia III ) in valuing investments of BCP Asia III or, in the case of investments not held by BCP Asia III , in the good faith judgment of the General Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the General Partner in good faith; provided further, that such value may be adjusted by the General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Partners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a General Partner of the Partnership.

 

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Section 7.6. Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership.

(b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Section 7.7. Capital Commitment Special Distribution Election. (a) From time to time during the term of this Agreement, the General Partner may in its sole discretion, upon receipt of a written request from a Partner, distribute to such Partner any portion of its pro rata share of a Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment) (a “Capital Commitment Special Distribution”). Such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Capital Commitment Special Distribution.

(b) No Capital Commitment Special Distributions shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such Capital Commitment Special Distribution.

ARTICLE VIII

WITHDRAWAL, ADMISSION OF NEW PARTNERS

Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests. (a) Capital Commitment Interests (or a portion thereof) that were financed by Investor Notes will be treated as Non-Contingent for purposes hereof based upon the proportion of (a) the sum of Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to each Capital Commitment Interest and principal payments on the related Investor Note to (b) the sum of the Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to such Capital Commitment Interest, the original principal amount of such Investor

 

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Note and all deferred amounts of interest which from time to time comprise part of the principal amount of the Investor Note. A Partner may prepay a portion of any outstanding principal on the Investor Notes; provided, that in the event that a Partner prepays all or any portion of the principal amount of the Investor Notes within nine months prior to the date on which such Partner is no longer an employee or officer of Holdings or an Affiliate thereof, the Partnership (or its designee) shall have the right, in its sole discretion, to purchase the Capital Commitment Interest that became Non-Contingent as a result of such prepayment; provided further, that the purchase price for such Capital Commitment Interest shall be determined in accordance with the determination of the purchase price of a Partner’s Contingent Capital Commitment Interests as set forth in paragraph (b) below. Prepayments made by a Partner shall apply pro rata against all of such Partner’s Investor Notes; provided, that such Partner may request that such prepayments be applied only to Investor Notes related to BE Investments that are related to one or more Blackstone Entities specified by such Partner. Except as expressly provided herein, Capital Commitment Interests that were not financed in any respect with Investor Notes shall be treated as Non-Contingent Capital Commitment Interests.

(b) (i) Upon a Partner ceasing to be an officer or employee of the Partnership or any of its Affiliates, other than as a result of such Partner dying or suffering a Total Disability, such Partner and the Partnership or any other person designated by the General Partner shall each have the right (exercisable by the Withdrawn Partner within 30 days and by the Partnership or its designee(s) within 45 days after such Partner’s ceasing to be such an officer or employee) or any time thereafter, upon 30 days’ notice, but not the obligation, to require the Partnership (subject to the prior consent of the General Partner, such consent not to be unreasonably withheld or delayed), subject to the Partnership Act, to buy (in the case of exercise of such right by such Withdrawn Partner) or the Withdrawn Partner to sell (in the case of exercise of such right by the Partnership or its designee(s)) all (but not less than all) such Withdrawn Partner’s Contingent Capital Commitment Interests.

(ii) The purchase price for each such Contingent Capital Commitment Interest shall be an amount equal to (A) the outstanding principal amount of the related Investor Note plus accrued interest thereon to the date of purchase (such portion of the purchase price to be paid in cash) and (B) an additional amount (the “Adjustment Amount”) equal to (x) all interest paid by the Partner on the portion of the principal amount of such Investor Note(s) relating to the portion of the related Capital Commitment Interest remaining Contingent and to be repurchased, plus (y) all Capital Commitment Net Losses allocated to the Withdrawn Partner on such Contingent portion of such Capital Commitment Interest, minus (z) all Capital Commitment Net Income allocated to the Withdrawn Partner on the Contingent portion of such Capital Commitment Interest; provided, that, if the Withdrawn Partner was terminated from employment or his or her position as an officer for Cause, all amounts referred to in clause (x) or (y) of the Adjustment Amount, in the General Partner’s sole discretion, may be deemed to equal zero. The Adjustment Amount shall, if positive, be payable by the holders of the purchased Capital Commitment Interests to the Withdrawn Partner from the next Capital Commitment Net Income received by such holders on the Contingent portion of such Withdrawn Partner’s Capital Commitment Interests at the time such Capital Commitment Net Income is received. If the Adjustment Amount is negative, it shall be payable to the holders of the purchased Capital Commitment Interest by the Withdrawn Partner (A) from

 

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the next Capital Commitment Net Income on the Non-Contingent portion of the Withdrawn Partner’s Capital Commitment Interests at the time such Capital Commitment Net Income is received by the Withdrawn Partner, or (B) if the Partnership or its designee(s) elect to purchase such Withdrawn Partner’s Non-Contingent Capital Commitment Interests, in cash by the Withdrawn Partner at the time of such purchase; provided, that the Partnership and its Affiliates may offset any amounts otherwise owing to a Withdrawn Partner against any Adjustment Amount owed by such Withdrawn Partner. Until so paid, such remaining Adjustment Amount will not itself bear interest. At the time of such purchase of the Withdrawn Partner’s Contingent Capital Commitment Interests, his or her related Investor Note shall be payable in full.

(iii) Upon such Partner ceasing to be such an officer or employee, all Investor Notes shall become fully recourse to the Withdrawn Partner in his or her individual capacity (whether or not the Withdrawn Partner or the Partnership or its designee(s) exercises the right to require repurchase of the Withdrawn Partner’s Contingent Capital Commitment Interests).

(iv) If neither the Withdrawn Partner nor the Partnership nor its designee(s) exercises the right to require repurchase of such Contingent Capital Commitment Interests, then the Withdrawn Partner shall retain the Contingent portion of his or her Capital Commitment Interests and the Investor Notes shall remain outstanding, shall become fully recourse to the Withdrawn Partner in his or her individual capacity, shall be payable in accordance with their remaining original maturity schedules and shall be prepayable at any time by the Withdrawn Partner at his or her option, and the Partnership shall apply such prepayments against outstanding Investor Notes on a pro rata basis.

(v) To the extent that another Partner purchases a portion of a Capital Commitment Interest of a Withdrawn Partner, the purchasing Partner’s Capital Commitment Capital Account and Capital Commitment Profit Sharing Percentage for such Capital Commitment Investment shall be correspondingly increased.

(c) Upon the occurrence of a Final Event with respect to any Partner, such Partner shall thereupon cease to be a Partner with respect to such Partner’s Capital Commitment Partner Interest. If such a Final Event shall occur, no Successor in Interest to any such Partner shall for any purpose hereof become or be deemed to become a Partner. The sole right, as against the Partnership and the remaining Partners, acquired hereunder by, or resulting hereunder to, a Successor in Interest to any Partner shall be to receive any distributions and allocations with respect to such Partner’s Capital Commitment Partner Interest pursuant to Article VII and this Article VIII (subject to the right of the Partnership to purchase the Capital Commitment Interests of such former Partner pursuant to Section 8.1(b) or Section 8.1(d)), to the extent, at the time, in the manner and in the amount otherwise payable to such Partner had such a Final Event not occurred, and no other right shall be acquired hereunder by, or shall result hereunder to, a Successor in Interest to such Partner, whether by operation of law or otherwise and the Partnership shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder. Until distribution of any such Partner’s interest in the Partnership upon the winding up of the Partnership as provided in Section 9.2, neither his or her Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption without the consent of the General Partner. The General Partner shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder with respect to such Partner’s Capital Commitment Partner Interest.

 

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(d) If a Partner dies or suffers a Total Disability, all Contingent Capital Commitment Interests of such Partner shall be purchased by the Partnership or its designee (within 30 days of the first date on which the Partnership knows or has reason to know of such Partner’s death or Total Disability) (and the purchase price for such Contingent Capital Commitment Interests shall be determined in accordance with Section 8.1(b) (except that any Adjustment Amount shall be payable by or to such Partner’s estate, personal representative or other Successor in Interest, in cash)), and any Investor Notes financing such Contingent Capital Commitment Interests shall thereupon be prepaid as provided in Section 8.1(b). Upon such Partner’s death or Total Disability, any Investor Note(s) financing such Contingent Capital Commitment Interests shall become fully recourse. In addition, in the case of the death or Total Disability of a Partner, if the estate, personal representative or other Successor in Interest of such Partner, so requests in writing within 180 days after the Partner’s death or ceasing to be an employee or member (directly or indirectly) of the Partnership or any of its Affiliates by reason of Total Disability (such requests shall not exceed one per calendar year), the Partnership or its designee may but is not obligated to purchase for cash all (but not less than all) Non-Contingent Capital Commitment Interests of such Partner as of the last day of the Partnership’s then current Fiscal Year at a price equal to the Capital Commitment Value thereof as of the most recent valuation prior to the date of purchase. Each Partner shall be required to include appropriate provisions in his or her will to reflect such provisions of this Agreement. In addition, the Partnership may, in the sole discretion of the General Partner, upon notice to the estate, personal representative or other Successor in Interest of such Partner, within 30 days of the first date on which the General Partner knows or has reason to know of such Partner’s death or Total Disability, determine either (i) to distribute Securities or other property to the estate, personal representative or other Successor in Interest, in exchange for such Non-Contingent Capital Commitment Interests as provided in Section 8.1(e) or (ii) to require sale of such Non-Contingent Capital Commitment Interests to the Partnership or its designee as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion) for an amount in cash equal to the Capital Commitment Value thereof.

(e) In lieu of retaining a Withdrawn Partner as a Partner with respect to any Non-Contingent Capital Commitment Interests, the General Partner may, in its sole discretion, by notice to such Withdrawn Partner within 45 days of his or her ceasing to be an employee or officer of the Partnership or any of its Affiliates, or at any time thereafter, upon 30 days written notice, determine (1) to distribute to such Withdrawn Partner the pro rata portion of the Securities or other property underlying such Withdrawn Partner’s Non-Contingent Capital Commitment Interests, subject to any restrictions on distributions associated with the Securities or other property, in satisfaction of his or her Non-Contingent Capital Commitment Interests in the Partnership or (2) to cause, as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion), the Partnership or another person designated by the General Partner (who may be itself another Partner or another Affiliate of the Partnership) to purchase all (but not less than all) of such Withdrawn Partner’s Non-Contingent Capital Commitment Interests for a price equal to the Capital Commitment Value thereof (determined in good faith by the General Partner as of the most recent valuation prior to the date of purchase). The General Partner shall condition any distribution or purchase of voting Securities pursuant to paragraph (d) above or this paragraph (e) upon the Withdrawn Partner’s execution and delivery to the Partnership of an appropriate irrevocable proxy, in favor of the General Partner or its nominee, relating to such Securities.

 

 

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(f) The Partnership may subsequently transfer any Unallocated Capital Commitment Interest or portion thereof which is purchased by it as described above to any other person approved by the General Partner. In connection with such purchase or transfer or the purchase of a Capital Commitment Interest or portion thereof by the General Partner’s designee(s), Holdings may loan all or a portion of the purchase price of the transferred or purchased Capital Commitment Interest to the Partnership, the transferee or the designee-purchaser(s), as applicable (excluding any of the foregoing who is an executive officer of Blackstone Inc. or any Affiliate thereof). To the extent that a Withdrawn Partner’s Capital Commitment Interests (or portions thereof) are repurchased by the Partnership and not transferred to or purchased by another person, all or any portion of such repurchased Capital Commitment Interests may, in the sole discretion of the General Partner, (i) be allocated to each Partner already participating in the Capital Commitment Investment to which the repurchased Capital Commitment Interest relates, (ii) be allocated to each Partner in the Partnership, whether or not already participating in such Capital Commitment Investment, and/or (iii) continue to be held by the Partnership itself as an unallocated Capital Commitment Investment (such Capital Commitment Interests being herein called “Unallocated Capital Commitment Interests”). To the extent that a Capital Commitment Interest is allocated to Partners as provided in clause (i) and/or (ii) above, any indebtedness incurred by the Partnership to finance such repurchase shall also be allocated to such Partners. All such Capital Commitment Interests allocated to Partners shall be deemed to be Contingent and shall become Non-Contingent as and to the extent that the principal amount of such related indebtedness is repaid. The Partners receiving such allocations shall be responsible for such related indebtedness only on a nonrecourse basis to the extent appropriate as provided in this Agreement, except as otherwise provided in this Section 8.1 and except as such Partners and the General Partner shall otherwise agree; provided, that such indebtedness shall become fully recourse to the extent and at the time provided in this Section 8.1. If the indebtedness financing such repurchased interests is not to be non-recourse or so limited, the Partnership may require an assumption by the Partners of such indebtedness on the terms thereof as a precondition to allocation of the related Capital Commitment Interests to such Partners; provided, that a Partner shall not, except as set forth in his or her Investor Note(s), be obligated to accept any obligation that is personally recourse (except as provided in this Section 8.1), unless his or her prior consent is obtained. So long as the Partnership itself retains the Unallocated Capital Commitment Interests pursuant to clause (iii) above, such Unallocated Capital Commitment Interests shall belong to the Partnership and any indebtedness financing the Unallocated Capital Commitment Interests shall be an obligation of the Partnership to which all income of the Partnership is subject except as otherwise agreed by the lender of such indebtedness. Any Capital Commitment Net Income (Loss) on an Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion his or her aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; debt service on such related financing will be an expense of the Partnership allocable to all Partners in such proportions.

 

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(g) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest for Cause, then his or her Capital Commitment Interest shall be settled in accordance with paragraphs (a)-(f) and (j) of this Section 8.1; provided, that if such Partner was not at any time a direct partner of a General Partner of the Partnership, the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) purchase for cash all of such Withdrawn Partner’s Non-Contingent Capital Commitment Interests. The purchase price for each such Non-Contingent Capital Commitment Interest shall be the lower of (A) the original cost of such Non-Contingent Capital Commitment Interest or (B) an amount equal to the Capital Commitment Value thereof (determined as of the most recent valuation prior to the date of the purchase of such Non-Contingent Capital Commitment Interest);

(ii) allow the Withdrawn Partner to retain such Non-Contingent Capital Commitment Interests; provided, that the maximum amount of Capital Commitment Net Income allocable to such Withdrawn Partner with respect to any Capital Commitment Investment shall equal the amount of Capital Commitment Net Income that would have been allocated to such Withdrawn Partner if such Capital Commitment Investment had been sold as of the Settlement Date at the then prevailing Capital Commitment Value thereof; or

(iii) in lieu of cash, purchase such Non-Contingent Capital Commitment Interests by providing the Withdrawn Partner with a promissory note in the amount determined in (i) above. Such promissory note shall have a maximum term of ten (10) years with interest at the Federal Funds Rate.

(h) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s Capital Commitment Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(i) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(j) Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which such General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 8.1, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney shall be irrevocable and is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee and shall

 

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survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner. This power of attorney may be exercised by such attorney-in-fact for each of the Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Partners executing an instrument.

Section 8.2. Transfer of Partners Capital Commitment Interest. Except as otherwise agreed by the General Partner, no Partner or former Partner shall have the right to sell, assign, mortgage, pledge, grant a security interest over, or otherwise dispose of or transfer (“Transfer”) all or part of any such Partner’s Capital Commitment Partner Interest in the Partnership; provided, that this Section 8.2 shall in no way impair (i) Transfers as permitted in Section 8.1 above, in the case of the purchase of a Withdrawn Partner’s or Deceased or Totally Disabled Partner’s Capital Commitment Interests, (ii) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers by a Partner to another Partner of Non-Contingent Capital Commitment Interests, (iii) Transfers with the prior written consent of the General Partner (which consent may be granted or withheld in its sole discretion without giving any reason therefor) and (iv) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers of up to 25% of a Limited Partner’s Capital Commitment Partner Interest to an Estate Planning Vehicle (it being understood that it shall not be unreasonable for the General Partner to condition any Transfer of an Interest pursuant to this clause (iv) on the satisfaction of certain conditions and/or requirements imposed by the General Partner in connection with any such Transfer, including, for example, a requirement that any transferee of an Interest hold such Interest as a passive, non-voting interest in the Partnership). The General Partner shall designate that each Estate Planning Vehicle shall not have voting rights (any such Partner being called a “Nonvoting Partner”). Such Partner shall be jointly and severally liable for all obligations of both such Partner and such Nonvoting Partner with respect to the interest transferred (including the obligation to make additional Capital Commitment-Related Capital Contributions). The General Partner may at its sole option exercisable at any time require such Estate Planning Vehicle to Withdraw from the Partnership on the terms of Section 8.1 and Article VI. No person acquiring an interest in the Partnership pursuant to this Section 8.2 shall become a Partner of the Partnership, or acquire such Partner’s right to participate in the affairs of the Partnership, unless such person shall be admitted as a Partner pursuant to Section 6.1. A Partner shall not cease to be a Partner of the Partnership upon the collateral assignment of, or the pledging or granting of a security interest in, its entire Interest in the Partnership in accordance with the provisions of this Agreement.

Section 8.3. Compliance with Law. Notwithstanding any provision hereof to the contrary, no sale or Transfer of a Capital Commitment Interest in the Partnership may be made except in compliance with the Partnership Act, the laws of the Cayman Islands and all U.S. federal, state and other applicable laws, including U.S. federal and state securities laws.

ARTICLE IX

DISSOLUTION

Section 9.1. Dissolution. The Partnership shall commence winding up and be subsequently dissolved pursuant to this Article IX and Section 36(1) of the Partnership Act:

 

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(a) pursuant to Section 6.6;

(b) the making of an order by the courts of the Cayman Islands to commence the winding up of the Partnership; or

(c) upon the expiration of the term of the Partnership.

Section 9.2. Final Distribution. Upon the commencement of winding up of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act:

(a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and

(b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests. (a) If there are any Securities or other property or other investments or securities related to the Partners’ Capital Commitment Partner Interests which, in the judgment of the liquidator, cannot be sold, or properly distributed in kind in the case of dissolution, without sacrificing a significant portion of the value thereof, the value of a Partner’s interest in each such Security or other investment or security may be excluded from the amount distributed to the Partners participating in the related Capital Commitment Investment pursuant to Section 9.2(b). Any interest of a Partner, including his or her pro rata interest in any gains, losses or distributions, in Securities or other property or other investments or securities so excluded shall not be paid or distributed until such time as the liquidator shall determine.

(b) If there is any pending transaction, contingent liability or claim by or against the Partnership related to the Partners’ Capital Commitment Partner Interests as to which the interest or obligation of any Partner therein cannot, in the judgment of the liquidator, be then ascertained, the value thereof or probable loss therefrom may be deducted from the amount

 

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distributable to such Partner pursuant to Section 9.2(b). No amount shall be paid or charged to any such Partner on account of any such transaction or claim until its final settlement or such earlier time as the liquidator shall determine. The Partnership may meanwhile retain from other sums due such Partner in respect of such Partner’s Capital Commitment Partner Interest an amount which the liquidator estimates to be sufficient to cover the share of such Partner in any probable loss or liability on account of such transaction or claim.

(c) Upon determination by the liquidator that circumstances no longer require the exclusion of any Securities or other property or retention of sums as provided in paragraphs (a) and (b) of this Section 9.3, the liquidator shall, at the earliest practicable time, distribute as provided in Section 9.2(b) such sums or such Securities or other property or the proceeds realized from the sale of such Securities or other property to each Partner from whom such sums or Securities or other property were withheld.

(d) When the General Partner or other liquidator has complied with and completed the winding up of the Partnership, the General Partner or such other liquidator, on behalf of all Partners, shall execute, acknowledge and cause to be filed with the Registrar a notice of dissolution in accordance with the Partnership Act.

ARTICLE X

MISCELLANEOUS

Section 10.1. Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision as well as any and all disputes arising out of, relating to or in connection with the winding up or dissolution of the Partnership), whether arising during the existence of the Partnership during or after the winding up or dissolution of the Partnership, shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A., in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

 

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(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 10.1, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 10.1 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 10.1 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 10.1, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 10.1. In that case, this Section 10.1 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10.1 shall be construed to omit such invalid or unenforceable provision.

Section 10.2. Ownership and Use of the Blackstone Name. The Partnership acknowledges that Blackstone TM L.L.C. (“TM”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154 U.S.A., (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a

 

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manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its Affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its partnership name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.

Section 10.3. Written Consent. Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

Section 10.4. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, enter or has previously entered into separate letter agreements with individual Partners, officers or employees with respect to GP-Related Profit Sharing Percentages, Capital Commitment Profit Sharing Percentages, benefits or any other matter, which letter agreements have the effect of establishing rights under, or altering or supplementing, the terms of this Agreement with respect to any such Partner and such matters. The parties hereto agree that any rights established, or any terms of this Agreement altered or supplemented, in any such separate letter agreement, including any Commitment Agreement or SMD Agreement, shall govern solely with respect to such Partner notwithstanding any other provision of this Agreement. The General Partner may from time to time execute and deliver to the Partners schedules which set forth the then current capital balances, GP-Related Profit Sharing Percentages and Capital Commitment Profit Sharing Percentages of the Partners and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever; provided, that this in no way limits the effectiveness of any Commitment Agreement or SMD Agreement.

Section 10.5. Governing Law; Separability of Provisions. Except for the interpretation of the terms “gross negligence,” “felony” and “fraud,” which shall be interpreted in accordance with the laws of the State of Delaware, this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to principles of conflicts of law. In particular, the Partnership has been formed pursuant to the Partnership Act, and the rights and liabilities of the Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby.

Section 10.6. Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any

 

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Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP Asia III Agreements, (x) the limited partners in BCP Asia III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP Asia III Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BCP Asia III Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BCP Asia III Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BCP Asia III Partnership Agreement.

Section 10.7. Confidentiality. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Each Partner understands and

 

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acknowledges that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, a Partner shall not be required to give prior notice to (or get prior authorization from) Blackstone regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is any Partner authorized to disclose any information covered by Blackstone or its affiliates’ attorney-client privilege or attorney work product or Blackstone’s trade secrets without the prior written consent of Blackstone.

(c) The obligations of a Partner set forth in this paragraph 10.7 shall survive the withdrawal of any Partner from the Partnership or any Transfer of a Partner’s Interest and the wind-up and dissolution of the Partnership (in which case such obligations will be owed to the General Partner directly, or to Blackstone to the extent the General Partner has likewise been terminated).

Section 10.8. Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given by hand delivery (including any courier service) or telecopy to any Partner at its address or telecopy number shown in the Partnership’s books and records or, if given to the General Partner, at the address or telecopy number of the Partnership in New York City. Each such notice shall be effective (i) if given by telecopy, upon dispatch, and (ii) if given by hand delivery, when delivered to the address of such Partner, the General Partner or the Partnership specified as aforesaid. Sections 8 and 19(3) of the Electronic Transactions Act (As Revised) of the Cayman Islands shall not apply to this Agreement.

Section 10.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute a single instrument. For the avoidance of doubt, a Person’s execution and delivery of this Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person and shall bind such Person to the terms of this Agreement. The parties hereto agree that this Agreement and any additional information incidental hereto may be maintained as electronic records. Any Person executing and delivering this Agreement by an Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms of this Agreement, as may be reasonably requested by the General Partner.

Section 10.10. Power of Attorney. Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign, deliver and file (i) all instruments, documents and certificates which, from time to time, may be required to set forth any

 

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amendment to this Agreement or may be required by this Agreement or by the laws of the United States of America, the Cayman Islands or any other state in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Partnership and (ii) all conveyances and other papers or instruments deemed advisable by the General Partner to effect the termination, winding up and dissolution of the Partnership. Such power of attorney shall be irrevocable and is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee, and shall survive and continue in full force and effect notwithstanding the subsequent Withdrawal from the Partnership of any Partner for any reason and not be affected by the death, disability or incapacity of such Partner. This power of attorney may be exercised by such attorney-in-fact for each of the Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Partners executing an instrument.

Section 10.11. Partners Will. Each Partner and Withdrawn Partner shall include in his or her will a provision that addresses certain matters in respect of his or her obligations relating to the Partnership that is satisfactory to the General Partner and each such Partner and Withdrawn Partner shall confirm annually to the Partnership, in writing, that such provision remains in his or her current will. Where applicable, any estate planning trust of such Partner or Withdrawn Partner to which a portion of such Partner’s or Withdrawn Partner’s Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust. In the event any Partner or Withdrawn Partner fails to comply with the provisions of this Section 10.11 after the Partnership has notified such Partner or Withdrawn Partner of his or her failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Partner until the time at which such party complies with the requirements of this Section 10.11.

Section 10.12. Cumulative Remedies. Rights and remedies under this Agreement are cumulative and do not preclude use of other rights and remedies available under applicable law.

Section 10.13. Legal Fees. Except as more specifically provided herein, in the event of a legal dispute (including litigation, arbitration or mediation) between any Partner or Withdrawn Partner and the Partnership, arising in connection with any party seeking to enforce Section 4.1(d) or any other provision of this Agreement relating to the Holdback, the Clawback Amount, the GP-Related Giveback Amount, the Capital Commitment Giveback Amount, the Net GP-Related Recontribution Amount or the Capital Commitment Recontribution Amount, the “losing” party to such dispute shall promptly reimburse the “victorious party” for all reasonable legal fees and expenses incurred in connection with such dispute (such determination to be made by the relevant adjudicator). Any amounts due under this Section 10.13 shall be paid within 30 days of the date upon which such amounts are due to be paid and such amounts remaining unpaid after such date shall accrue interest at the Default Interest Rate.

Section 10.14. Entire Agreement; Modifications. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Except as provided herein, this Agreement may be amended or modified at any time by the General Partner in its sole discretion, upon notification thereof to the Limited Partners.

 

82


Section 10.15. Effective Date. Notwithstanding the date of execution of this Agreement, the parties hereby agree among themselves that the effective date of this Agreement shall be the Effective Date and to account to each other accordingly in order to give economic effect thereto.

Section 10.16. Compliance with Anti Money Laundering Requirements and Limited Partners Co-Operation. Notwithstanding any other provision of this Agreement to the contrary, the General Partner, in its own name and on behalf of the Partnership, shall be authorized without the consent of any Person, including any Limited Partner, to take such action (including requiring any Limited Partner to provide it with any necessary information) as it determines in its sole discretion to be necessary or advisable to comply with any anti-money laundering laws, including the actions contemplated by the Subscription Agreements, or to cure or mitigate any material adverse effect on the Partnership or any Partner as a result of any Limited Partner’s continued participation in the Partnership. The Limited Partners shall furnish the General Partner with such information, documentation and certifications as it may from time to time reasonably request, and shall otherwise cooperate with the General Partner, to enable the General Partner and the Partnership to comply with applicable laws (including, without limitation, applicable federal and state tax and securities laws, anti-money laundering laws and laws relating to the exchange of financial account information) in the conduct of the business of the Partnership.

*    *    *

 

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IN WITNESS WHEREOF, the parties have executed and unconditionally delivered this Agreement as a deed on the date first above written.

 

GENERAL PARTNER:
BMA ASIA III L.L.C.
By: Blackstone Holdings IV L.P., its Managing Member
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 Amended and Restated Limited Partnership Agreement of BMA Asia III GP L.P.]


LIMITED PARTNERS AND SPECIAL PARTNERS:
Limited Partners and Special Partners now admitted pursuant to powers of attorney now and hereafter granted to BMA ASIA III L.L.C.
BMA ASIA III L.L.C.
By: Blackstone Holdings IV L.P., its Managing Member
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 Amended and Restated Limited Partnership Agreement of BMA Asia III GP L.P.]


INITIAL LIMITED PARTNER:
Mapcal Limited
As Initial Limited Partner, solely to reflect its withdrawal from the Partnership
By:  

/s/ Stef Dimitriou

Name: Stef Dimitriou
Title: Authorized Signatory

[Signature Page to Amended and Restated Limited Partnership Agreement of BMA Asia III GP L.P.]

Exhibit 10.3

Execution Version

 

 
 

HIGHLY CONFIDENTIAL & TRADE SECRET

BXLS YIELD GP L.P.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

DATED AS OF AUGUST 7, 2026

DEEMED EFFECTIVE AS OF SEPTEMBER 20, 2021

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

 

 
 


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

     1  

Section 1.1.

  Definitions      1  

Section 1.2.

  Terms Generally      17  

ARTICLE II GENERAL PROVISIONS

     17  

Section 2.1.

  General Partner, Limited Partner, Special Partner      17  

Section 2.2.

  Formation; Name; Foreign Jurisdictions      17  

Section 2.3.

  Term      18  

Section 2.4.

  Purposes; Powers      18  

Section 2.5.

  Place of Business      20  

Section 2.6.

  Withdrawal of Initial Limited Partner      21  

Section 2.7.

  Reorganization or Reconstitution and De-Registration of the Partnership      21  

ARTICLE III MANAGEMENT

     21  

Section 3.1.

  General Partner      21  

Section 3.2.

  Partner Voting, etc.      21  

Section 3.3.

  Management      22  

Section 3.4.

  Responsibilities of Partners      24  

Section 3.5.

  Exculpation and Indemnification      24  

Section 3.6.

  Representations of Partners      26  

Section 3.7.

  Tax Representation and Further Assurances      27  

ARTICLE IV CAPITAL OF THE PARTNERSHIP

     28  

Section 4.1.

  Capital Contributions by Partners      28  

Section 4.2.

  Interest      36  

Section 4.3.

  Withdrawals of Capital      36  

ARTICLE V PARTICIPATION IN PROFITS AND LOSSES

     36  

Section 5.1.

  General Accounting Matters      36  

Section 5.2.

  GP-Related Capital Accounts      38  

Section 5.3.

  GP-Related Profit Sharing Percentages      38  

Section 5.4.

  Allocations of GP-Related Net Income (Loss)      39  

Section 5.5.

  Liability of Partners      40  

Section 5.6.

  [Intentionally omitted.]      40  

Section 5.7.

  Repurchase Rights, etc.      40  

Section 5.8.

  Distributions      41  

Section 5.9.

  Business Expenses      48  

Section 5.10.

  Tax Capital Accounts; Tax Allocations      48  

Section 5.11.

  Service Fee      49  

 

 

-i-


TABLE OF CONTENTS

(continued)

 

         Page  

ARTICLE VI ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION

     49  

Section 6.1.

  Additional Partners      49  

Section 6.2.

  Withdrawal of Partners      50  

Section 6.3.

  GP-Related Partner Interests Not Transferable      51  

Section 6.4.

  Consequences upon Withdrawal of a Partner      52  

Section 6.5.

  Satisfaction and Discharge of a Withdrawn Partner’s GP-Related Partner Interests      53  

Section 6.6.

  Dissolution of the Partnership      58  

Section 6.7.

  Certain Tax Matters      58  

Section 6.8.

  Special Basis Adjustments      60  

ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

     60  

Section 7.1.

  Capital Commitment Interests, etc.      60  

Section 7.2.

  Capital Commitment Capital Accounts      61  

Section 7.3.

  Allocations      61  

Section 7.4.

  Distributions      62  

Section 7.5.

  Valuations      66  

Section 7.6.

  Disposition Election      67  

Section 7.7.

  Capital Commitment Special Distribution Election      67  

ARTICLE VIII WITHDRAWAL, ADMISSION OF NEW PARTNERS

     67  

Section 8.1.

  Partner Withdrawal; Repurchase of Capital Commitment Interests      67  

Section 8.2.

  Transfer of Partner’s Capital Commitment Interest      73  

Section 8.3.

  Compliance with Law      73  

ARTICLE IX DISSOLUTION

     74  

Section 9.1.

  Dissolution      74  

Section 9.2.

  Final Distribution      74  

Section 9.3.

  Amounts Reserved Related to Capital Commitment Partner Interests      74  

ARTICLE X MISCELLANEOUS

     75  

Section 10.1.

  Submission to Jurisdiction; Waiver of Jury Trial      75  

Section 10.2.

  Ownership and Use of the Blackstone Name      76  

Section 10.3.

  Written Consent      77  

Section 10.4.

  Letter Agreements; Schedules      77  

Section 10.5.

  Governing Law; Separability of Provisions      77  

Section 10.6.

  Successors and Assigns; Third Party Beneficiaries      77  

Section 10.7.

  Confidentiality      78  

Section 10.8.

  Notices      79  

Section 10.9.

  Counterparts      79  

Section 10.10.

  Power of Attorney      79  

Section 10.11.

  Partner’s Will      79  

 

-ii-


TABLE OF CONTENTS

(continued)

 

         Page  

Section 10.12.

 

Cumulative Remedies

     80  

Section 10.13.

 

Legal Fees

     80  

Section 10.14.

 

Entire Agreement; Modifications

     80  

Section 10.15.

 

Headings

     80  

 

 

-iii-


BXLS YIELD GP L.P.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BXLS YIELD GP L.P., a Delaware limited partnership (the “Partnership”), dated as of August 7, 2026, and deemed effective as of September 20, 2021, by and among BXLS Yield L.L.C., a Cayman Islands limited liability company, as general partner of the Partnership (in its capacity as general partner of the Partnership (the “General Partner”)), Robert Liptak (the “Initial Limited Partner”), as initial limited partner, and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

W I T N E S S E T H

WHEREAS, the Partnership was formed pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time (the “Partnership Act”), pursuant to a certificate of limited partnership filed in the office of the Secretary of State of the State of Delaware on August 13, 2021;

WHEREAS, the General Partner and the Initial Limited Partner entered into a Limited Partnership Agreement, dated as of August 15, 2021 (the “Original Agreement”); and

WHEREAS, the parties hereto desire to enter into this Agreement, and hereby amend and restate the Original Agreement in its entirety and reflect the withdrawal of the Initial Limited Partner from the Partnership and the admission of certain limited partners to the Partnership and to further make modifications hereinafter set forth, in each case effective on September 20, 2021.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree that the Original Agreement shall be amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

Adjustment Amount” has the meaning set forth in Section 8.1(b)(ii).

Advancing Party” has the meaning set forth in Section 7.1(c).

Affiliate” when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty and as the context requires, endowment funds, estate planning vehicles (including any trusts, family members, family investment vehicles, descendant, trusts and other related persons and entities), charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees and/or related persons.


Agreement” means this Amended and Restated Limited Partnership Agreement, as it may be further amended, supplemented, restated or otherwise modified from time to time.

Applicable Collateral Percentage” with respect to any Firm Collateral or Special Firm Collateral, has the meaning set forth in the books and records of the Partnership with respect thereto.

Bankruptcy” means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his or her assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his or her inability to pay his or her debts as they become due; (iii) the failure of such person to pay his or her debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his or her consenting to, or defaulting in answering, a Bankruptcy petition filed against him or her in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his or her assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive days.

BE Agreement” means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity referred to in the definition of “Blackstone Entity,” as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time.

BE Investment” means any direct or indirect investment by any Blackstone Entity.

Blackstone” means, collectively, Blackstone Inc., a Delaware corporation, and any predecessor or successor thereto, and any Affiliate thereof (excluding any natural persons and any portfolio companies, investments or similar entities of any Blackstone-sponsored fund (or any affiliate thereof that is not otherwise an Affiliate of Blackstone Inc.)).

Blackstone Capital Commitment” has the meaning set forth in the BXLS Yield Partnership Agreement.

 

2


Blackstone Entity” means any partnership, limited liability company or other entity (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund) that is an Affiliate of Blackstone Inc., as designated by the General Partner in its sole discretion.

Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York, New York.

BXLS Yield” means (i) Blackstone Life Sciences Yield L.P., a Delaware limited partnership, (ii) any alternative investment vehicles relating to, or formed in connection with, any of the partnerships referred to in clauses (i) and (iii) of this definition, (iii) any parallel fund, managed account or other capital vehicle relating to, or formed in connection with, the partnership referred to in clause (i) of this definition, (iv) any feeder fund relating to, or formed in connection with, any of the partnerships referred to in clauses (i) and (iii) of this definition and (v) any other limited partnership, limited liability company or other entity (in each case, whether now or hereafter established) of which Yield Associates or the General Partner serves, directly or indirectly, as the general partner, special general partner, manager, managing member or in a similar capacity.

BXLS Yield Agreements” means the collective reference to (i) the BXLS Yield Partnership Agreement and (ii) any other BXLS Yield partnership, limited liability company or other governing agreements, as each may be amended, supplemented, restated or otherwise modified from time to time.

BXLS Yield Partnership Agreement” means the partnership agreement of the limited partnership named in clause (i) of the definition of “BXLS Yield,” as it may be amended, supplemented, restated or otherwise modified from time to time.

Capital Commitment BXLS Yield Commitment” means the Capital Commitment (as defined in the BXLS Yield Partnership Agreement), if any, of the Partnership or Yield Associates to BXLS Yield that relates solely to the Capital Commitment BXLS Yield Interest, if any.

Capital Commitment BXLS Yield Interest” means the Interest (as defined in the BXLS Yield Partnership Agreement), if any, of the Partnership or Yield Associates as a capital partner in BXLS Yield.

Capital Commitment BXLS Yield Investment” means the Partnership’s interest in a specific investment of BXLS Yield, which interest may be held by the Partnership (i) through the Partnership’s direct interest in BXLS Yield through the Partnership’s Capital Commitment BXLS Yield Interest, if the Partnership holds the Capital Commitment BXLS Yield Interest, or (ii) through the Partnership’s interest in Yield Associates and Yield Associates’ interest in BXLS Yield through Yield Associates’ Capital Commitment BXLS Yield Interest, if Yield Associates holds the Capital Commitment BXLS Yield Interest.

 

3


Capital Commitment Capital Account” means, with respect to each Capital Commitment Investment for each Partner, the account maintained for such Partner to which are credited such Partner’s contributions to the Partnership with respect to such Capital Commitment Investment and any net income allocated to such Partner pursuant to Section 7.3 with respect to such Capital Commitment Investment and from which are debited any distributions with respect to such Capital Commitment Investment to such Partner and any net losses allocated to such Partner with respect to such Capital Commitment Investment pursuant to Section 7.3. In the case of any such distribution in kind, the Capital Commitment Capital Accounts for the related Capital Commitment Investment shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash, and any resulting gain or loss on such sale shall be allocated to the Partners participating in such Capital Commitment Investment pursuant to Section 7.3.

Capital Commitment Class A Interest” has the meaning set forth in Section 7.4(f).

Capital Commitment Class B Interest” has the meaning set forth in Section 7.4(f).

Capital Commitment Defaulting Party” has the meaning set forth in Section 7.4(g)(ii)(A).

Capital Commitment Deficiency Contribution” has the meaning set forth in Section 7.4(g)(ii)(A).

Capital Commitment Disposable Investment” has the meaning set forth in Section 7.4(f).

Capital Commitment Distributions” means, with respect to each Capital Commitment Investment, all amounts of distributions received by the Partnership with respect to such Capital Commitment Investment solely in respect of the Capital Commitment BXLS Yield Interest, if any, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of such Capital Commitment Investment as it may determine in good faith is appropriate.

Capital Commitment Giveback Amount” has the meaning set forth in Section 7.4(g)(i).

Capital Commitment Interest” means the interest of a Partner in a specific Capital Commitment Investment as provided herein.

Capital Commitment Investment” means any Capital Commitment BXLS Yield Investment, but shall exclude any GP-Related Investment.

Capital Commitment Liquidating Share” means, with respect to each Capital Commitment Investment, in the case of dissolution of the Partnership, the related Capital Commitment Capital Account of a Partner (less amounts reserved in accordance with Section 9.3) immediately prior to dissolution.

 

4


Capital Commitment Net Income (Loss)” means, with respect to each Capital Commitment Investment, all amounts of income received by the Partnership with respect to such Capital Commitment Investment, including without limitation gain or loss in respect of the disposition, in whole or in part, of such Capital Commitment Investment, less any costs, fees and expenses of the Partnership allocated thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership anticipated to be allocated thereto.

Capital Commitment Partner Carried Interest” means, with respect to any Partner, the aggregate amount of distributions or payments received by such Partner (in any capacity) from Affiliates of the Partnership in respect of or relating to “carried interest.” Capital Commitment Partner Carried Interest includes any amount initially received by an Affiliate of the Partnership from any fund (including BXLS Yield, any similar funds formed after the date hereof, and any Other Blackstone Clients (as defined in the BXLS Yield Partnership Agreement), whether or not in existence as of the date hereof) to which such Affiliate serves as general partner (or in another similar capacity) that exceeds such Affiliate’s pro rata share of distributions from such fund based upon capital contributions thereto (or the capital contributions to make the investment of such fund giving rise to such “carried interest”).

Capital Commitment Partner Interest” means a Partner’s interest in the Partnership which relates (i) to any Capital Commitment BXLS Yield Interest held by the Partnership or (ii) through the Partnership and Yield Associates, to any Capital Commitment BXLS Yield Interest that may be held by Yield Associates.

Capital Commitment Profit Sharing Percentage” means, with respect to each Capital Commitment Investment, the percentage interest of a Partner in Capital Commitment Net Income (Loss) from such Capital Commitment Investment set forth in the books and records of the Partnership.

Capital Commitment Recontribution Amount” has the meaning set forth in Section 7.4(g)(i).

Capital Commitment-Related Capital Contributions” has the meaning set forth in Section 7.1(b).

Capital Commitment-Related Commitment” means, with respect to any Partner, such Partner’s commitment to the Partnership relating to such Partner’s Capital Commitment Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

Capital Commitment Special Distribution” has the meaning set forth in Section 7.7(a).

Capital Commitment Value” has the meaning set forth in Section 7.5.

 

5


Capital Commitment Yield Associates Partner Interest” means the interest of the Partnership, if any, as a limited partner of Yield Associates with respect to any Capital Commitment BXLS Yield Interest that may be held by Yield Associates.

Carried Interest” means (i) “Carried Interest Distributions” as defined in the BXLS Yield Partnership Agreement, and (ii) any other carried interest distribution to a Fund GP pursuant to any BXLS Yield Agreement. In the case of each of (i) and (ii) above, except as determined by the General Partner, the amount shall not be less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto (in each case which the General Partner may allocate among all or any portion of the GP-Related Investments as it determines in good faith is appropriate).

Carried Interest Give Back Percentage” means, for any Partner or Withdrawn Partner, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Partner or Withdrawn Partner from the Partnership or any Other Fund GPs or their Affiliates in respect of Carried Interest by (B) the aggregate amount of distributions made to all Partners, Withdrawn Partners or any other person by the Partnership or any Other Fund GP or any of their Affiliates (in any capacity) in respect of Carried Interest. For purposes of determining any “Carried Interest Give Back Percentage” hereunder, all Trust Amounts contributed to the Trust by the Partnership or any Other Fund GPs on behalf of a Partner or Withdrawn Partner (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Partners and Withdrawn Partners as members, partners or other equity interest owners of the Partnership or any of the Other Fund GPs or their Affiliates.

Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

Cause” means the occurrence or existence of any of the following with respect to any Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by any Partner of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partner that are established by the General Partner, (y) such Partner’s deliberate failure to perform his or her duties to the Partnership or any of its Affiliates, or (z) such Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership or any of its Affiliates in a material way as determined by the General Partner; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a “Notice of Breach”) within 15 days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform or conduct or behavior within 15 days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional 15 days, as shall be reasonably required for such cure; provided, that such Partner is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or any of its Affiliates; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo

 

6


contendere) of a felony (under U.S. law or its equivalent in any jurisdiction) or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Partner’s ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the business of the Partnership and its Affiliates or (B) the business of the Partnership and its Affiliates or (iv) becoming subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D under the Securities Act.

Clawback Adjustment Amount” has the meaning set forth in Section 5.8(e)(ii)(C).

Clawback Amount” means the “Clawback Amount”, as defined in the BXLS Yield Partnership Agreement, and any other clawback amount payable to the limited partners of BXLS Yield or to BXLS Yield pursuant to any BXLS Yield Agreement, as applicable.

Clawback Provisions” means paragraph 9.2.8 of the BXLS Yield Partnership Agreement and any other similar provisions in any other BXLS Yield Agreement existing heretofore or hereafter entered into.

Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code means, where appropriate, the corresponding provision in any successor statute.

Commitment Agreements” means the agreements between the Partnership or an Affiliate thereof and Partners, pursuant to which each Partner undertakes certain obligations, including the obligation to make capital contributions pursuant to Section 4.1 and/or Section 7.1. Each Commitment Agreement is hereby incorporated by reference as between the Partnership and the relevant Partner.

Contingent” means subject to repurchase rights and/or other requirements.

The term “control” when used with reference to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock or other equity interest ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock or other equity interest ownership, agency or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Controlled Entity” when used with reference to another person means any person controlled by such other person.

 

7


Covered Person” has the meaning set forth in Section 3.5(a).

Deceased Partner” means any Partner or Withdrawn Partner who has died or who suffers from Incompetence. For purposes hereof, references to a Deceased Partner shall refer collectively to the Deceased Partner and the estate and heirs or legal representative of such Deceased Partner, as the case may be, that have received such Deceased Partner’s interest in the Partnership.

Default Interest Rate” means the lower of (i) the sum of (a) the Prime Rate and (b) 5% or (ii) the highest rate of interest permitted under applicable law.

Delaware Arbitration Act” has the meaning set forth in Section 10.1(d).

Electronic Signature” has the meaning set forth in Section 10.9.

Estate Planning Vehicle” has the meaning set forth in Section 6.3(a).

Excess Holdback” has the meaning set forth in Section 4.1(d)(v)(A).

Excess Holdback Percentage” has the meaning set forth in Section 4.1(d)(v)(A).

Excess Tax-Related Amount” has the meaning set forth in Section 5.8(e).

Existing Partner” means any Partner who is neither a Retaining Withdrawn Partner nor a Deceased Partner.

Final Event” means the death, Total Disability, Incompetence, Bankruptcy, liquidation, dissolution or Withdrawal from the Partnership of any person who is a Partner.

Firm Advances” has the meaning set forth in Section 7.1(c).

Firm Collateral” means a Partner’s or Withdrawn Partner’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Partnership, and certain other assets of such Partner or Withdrawn Partner, in each case that has been pledged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Partner or Withdrawn Partner as more fully described in the Partnership’s books and records; provided, that for all purposes hereof (and any other agreement (e.g., the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).

Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(v)(B).

Fiscal Year” means a calendar year, or any other period chosen by the General Partner.

Former Blackstone Employee” has the meaning set forth in Section 5.11.

 

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Fund GP” means the Partnership (only with respect to the GP-Related BXLS Yield Interest) and the Other Fund GPs.

GAAP” means U.S. generally accepted accounting principles.

General Partner” means BXLS Yield L.L.C. and any person admitted to the Partnership as an additional or substitute general partner of the Partnership in accordance with the provisions of this Agreement (until such time as such person ceases to be a general partner of the Partnership as provided herein or in the Partnership Act).

Giveback Amount(s)” means the amount(s) payable by partners of BXLS Yield pursuant to the Giveback Provisions.

Giveback Provisions” means paragraph 3.4.3 of the BXLS Yield Partnership Agreement and any other similar provisions in any other BXLS Yield Agreement existing heretofore or hereafter entered into.

Governmental Entity” has the meaning set forth in Section 10.7(b).

GP-Related BXLS Yield Interest” means the interest of Yield Associates in BXLS Yield as general partner of BXLS Yield, excluding any Capital Commitment BXLS Yield Interest that may be held by Yield Associates.

GP-Related BXLS Yield Investment” means the Partnership’s indirect interest in Yield Associates’ indirect interest in an Investment (for purposes of this definition, as defined in the BXLS Yield Partnership Agreement) in Yield Associates’ capacity as general partner of BXLS Yield, but does not include any Capital Commitment Investment.

GP-Related Capital Account” has the meaning set forth in Section 5.2(a).

GP-Related Capital Contributions” has the meaning set forth in Section 4.1(a).

GP-Related Class A Interest” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Class B Interest” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Commitment”, with respect to any Partner, means such Partner’s commitment to the Partnership relating to such Partner’s GP-Related Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

GP-Related Defaulting Party” has the meaning set forth in Section 5.8(d)(ii)(A).

GP-Related Deficiency Contribution” has the meaning set forth in Section 5.8(d)(ii)(A).

 

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GP-Related Disposable Investment” has the meaning set forth in Section 5.8(a)(ii).

GP-Related Giveback Amount” has the meaning set forth in Section 5.8(d)(i)(A).

GP-Related Investment” means any investment (direct or indirect) of the Partnership in respect of the GP-Related BXLS Yield Interest (including, without limitation, any GP-Related BXLS Yield Investment, but excluding any Capital Commitment Investment).

GP-Related Net Income (Loss)” has the meaning set forth in Section 5.1(b).

GP-Related Partner Interest” of a Partner means all interests of such Partner in the Partnership (other than such Partner’s Capital Commitment Partner Interest), including, without limitation, such Partner’s interest in the Partnership with respect to the GP-Related BXLS Yield Interest and with respect to all GP-Related Investments.

GP-Related Profit Sharing Percentage” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Partner; provided, that any references in this Agreement to GP-Related Profit Sharing Percentages made (i) in connection with voting or voting rights or (ii) GP-Related Capital Contributions with respect to GP-Related Investments (including Section 5.3(b)) means the “Non-Carried Interest Sharing Percentage” of each Partner; provided further, that the term “GP-Related Profit Sharing Percentage” shall not include any Capital Commitment Profit Sharing Percentage.

GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

GP-Related Required Amounts” has the meaning set forth in Section 4.1(a).

GP-Related Unallocated Percentage” has the meaning set forth in Section 5.3(b).

GP-Related Unrealized Net Income (Loss)” attributable to any GP-Related BXLS Yield Investment as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related BXLS Yield Investment if BXLS Yield’s entire portfolio of investments were sold on such date for cash in an amount equal to their aggregate value on such date (determined in accordance with Section 5.1(e)) and all distributions payable by BXLS Yield to the Partnership (indirectly through the general partner of BXLS Yield) pursuant to any BXLS Yield Partnership Agreement with respect to such GP-Related BXLS Yield Investment were made on such date. “GP-Related Unrealized Net Income (Loss)” attributable to any other GP-Related Investment (other than any Capital Commitment Investment) as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related Investment if such GP-Related Investment were sold on such date for cash in an amount equal to its value on such date (determined in accordance with Section 5.1(e)).

 

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GP-Related Yield Associates Interest” means the interest of the Partnership as a limited partner of Yield Associates with respect to the GP-Related BXLS Yield Interest, but does not include any interest of the Partnership in Yield Associates with respect to any Capital Commitment BXLS Yield Interest that may be held by Yield Associates.

Holdback” has the meaning set forth in Section 4.1(d)(i).

Holdback Percentage” has the meaning set forth in Section 4.1(d)(i).

Holdback Vote” has the meaning set forth in Section 4.1(d)(iv)(A).

Holdings” means Blackstone Holdings II L.P., a Delaware limited partnership.

Incompetence” means, with respect to any Partner, the determination by the General Partner in its sole discretion, after consultation with a qualified medical doctor, that such Partner is incompetent to manage his or her person or his or her property.

Initial Holdback Percentages” has the meaning set forth in Section 4.1(d)(i).

Initial Limited Partner” has the meaning set forth in the preamble hereto.

Interest” means a partnership interest (as defined in §17-101(13) of the Partnership Act) in the Partnership, including any interest that is held by a Retaining Withdrawn Partner and including any Partner’s GP-Related Partner Interest and Capital Commitment Partner Interest.

Investment” means any investment (direct or indirect) of the Partnership designated by the General Partner from time to time as an investment in which the Partners’ respective interests shall be established and accounted for on a basis separate from the Partnership’s other businesses, activities and investments, including (a) GP-Related Investments, and (b) Capital Commitment Investments.

Investor Note” means a promissory note of a Partner evidencing indebtedness incurred by such Partner to purchase a Capital Commitment Interest, the terms of which were or are approved by the General Partner and which is secured by such Capital Commitment Interest, all other Capital Commitment Interests of such Partner and all other interests of such Partner in Blackstone Entities; provided, that such promissory note may also evidence indebtedness relating to other interests of such Partner in Blackstone Entities, and such indebtedness shall be prepayable with Capital Commitment Net Income (whether or not such indebtedness relates to Capital Commitment Investments) as set forth in this Agreement, the Investor Note, the other BE Agreements and any documentation relating to Other Sources; provided further, that references to “Investor Notes” herein refer to multiple loans made pursuant to such note, whether made with respect to Capital Commitment Investments or other BE Investments, and references to an “Investor Note” refer to one such loan as the context requires. In no way shall any indebtedness incurred to acquire Capital Commitment Interests or other interests in Blackstone Entities be considered part of the Investor Notes for purposes hereof if the Lender or Guarantor is not the lender or guarantor with respect thereto.

 

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Investor Special Partner” means any Special Partner so designated at the time of its admission by the General Partner as a Partner of the Partnership.

Issuer” means the issuer of any Security comprising part of an Investment.

L/C” has the meaning set forth in Section 4.1(d)(vi).

L/C Partner” has the meaning set forth in Section 4.1(d)(vi).

Lender or Guarantor” means Blackstone Holdings I L.P., in its capacity as lender or guarantor under the Investor Notes, or any other Affiliate of the Partnership that makes or guarantees loans to enable a Partner to acquire Capital Commitment Interests or other interests in Blackstone Entities.

Limited Partner” means each of the parties admitted as limited partners of the Partnership in accordance with the terms hereof and listed as Limited Partners in the books and records of the Partnership or any person that has been admitted to the Partnership as a substituted or additional Limited Partner in accordance with the terms of this Agreement, each in its capacity as a limited partner of the Partnership. For the avoidance of doubt, the term “Limited Partner” does not include the General Partner or any Special Partners (notwithstanding the fact that Special Partners are limited partners of the Partnership).

Loss Amount” has the meaning set forth in Section 5.8(e)(i)(A).

Loss Investment” has the meaning set forth in Section 5.8(e).

Losses” has the meaning set forth in Section 3.5(b)(i).

Majority in Interest of the Partners” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner as of which the Partners’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.

Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

Net Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(C).

Net Carried Interest Distribution Recontribution Amount” has the meaning set forth in Section 5.8(e).

Net GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

 

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Non-Carried Interest” means, with respect to each GP-Related Investment, all amounts of distributions, other than Carried Interest and other than Capital Commitment Distributions, received by the Partnership with respect to such GP-Related Investment, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of the GP-Related Investments as it may determine in good faith is appropriate.

Non-Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Non-Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

Non-Contingent” means generally not subject to repurchase rights or other requirements.

Nonvoting Partner has the meaning set forth in Section 8.2.

Nonvoting Special Partner” has the meaning set forth in Section 6.1(a).

Original Agreement” has the meaning set forth in the recitals.

Other Fund GPs” means Yield Associates and any other entity (other than the Partnership) through which any Partner, Withdrawn Partner or any other person directly receives any amounts of Carried Interest, and any successor thereto; provided, that this includes any other entity which has in its organizational documents a provision which indicates that it is a “Fund GP” or an “Other Fund GP”; provided further, that notwithstanding any of the foregoing, neither BXLS Yield L.L.C. nor Holdings nor any Estate Planning Vehicle established for the benefit of family members of any Partner or of any member or partner of any Other Fund GP shall be considered an “Other Fund GP” for purposes hereof.

Other Sources” means (i) distributions or payments of Capital Commitment Partner Carried Interest (which shall include amounts of Capital Commitment Partner Carried Interest which are not distributed or paid to a Partner but are instead contributed to a trust (or similar arrangement) to satisfy any “holdback” obligation with respect thereto), and (ii) distributions from Blackstone Entities (other than the Partnership) to such Partner.

Partner” means any person who is a partner of the Partnership, including the Limited Partners, the General Partner and the Special Partners. Except as otherwise specifically provided herein, no group of Partners, including the Special Partners and any group of Partners in the same Partner Category, shall have any right to vote as a class on any matter relating to the Partnership, including, but not limited to, any merger, reorganization, dissolution or liquidation.

Partner Category” means the General Partner, Existing Partners, Retaining Withdrawn Partners or Deceased Partners, each referred to as a group for purposes hereof.

Partnership” has the meaning set forth in the preamble hereto.

 

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Partnership Act” has the meaning set forth in the preamble hereto.

Partnership Affiliate” has the meaning set forth in Section 3.3(b).

Partnership Affiliate Governing Agreement” has the meaning set forth in Section 3.3(b).

Pledgable Blackstone Interests” has the meaning set forth in Section 4.1(d)(v)(A).

Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate.

Qualifying Fund” means any fund designated by the General Partner as a “Qualifying Fund”.

Repurchase Period” has the meaning set forth in Section 5.8(c).

Required Rating” has the meaning set forth in Section 4.1(d)(vi).

Retained Portion” has the meaning set forth in Section 7.6(a).

Retaining Withdrawn Partner” means a Withdrawn Partner who has retained a GP-Related Partner Interest, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Partner shall be considered a Nonvoting Special Partner for all purposes hereof.

S&P” means Standard & Poor’s Ratings Group, and any successor thereto.

Securities” means any debt or equity securities of an Issuer and its subsidiaries and other Controlled Entities constituting part of an Investment, including without limitation, common and preferred stock, interests in limited partnerships and interests in limited liability companies (including warrants, rights, put and call options and other options relating thereto or any combination thereof), notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, choses in action, other property or interests commonly regarded as securities, interests in real property, whether improved or unimproved, interests in oil and gas properties and mineral properties, short-term investments commonly regarded as money-market investments, bank deposits and interests in personal property of all kinds, whether tangible or intangible.

Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute.

Service Fee” has the meaning set forth in Section 5.11.

Settlement Date” has the meaning set forth in Section 6.5(a).

 

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SMD Agreements” means the agreements between the Partnership and/or one or more of its Affiliates and certain of the Partners, pursuant to which each such Partner undertakes certain obligations with respect to the Partnership and/or its Affiliates. The SMD Agreements are hereby incorporated by reference as between the Partnership and the relevant Partner.

Special Firm Collateral” means interests in a Qualifying Fund or other assets that have been pledged to the Trustee(s) to satisfy all or any portion of a Partner’s or Withdrawn Partner’s Holdback obligation (excluding any Excess Holdback) as more fully described in the Partnership’s books and records.

Special Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(viii)(B).

Special Partner” means any person shown in the books and records of the Partnership as a Special Partner of the Partnership, including any Nonvoting Special Partner and any Investor Special Partner.

Subject Investment” has the meaning set forth in Section 5.8(e)(i).

Subject Partner” has the meaning set forth in Section 4.1(d)(iv)(A).

Successor in Interest” means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.

Tax Advances” has the meaning set forth in Section 6.7(d).

Tax Matters Partner” has the meaning set forth in Section 6.7(b).

TM” has the meaning set forth in Section 10.2.

Total Disability” means the inability of a Limited Partner substantially to perform the services required of such Limited Partner (in its capacity as such or in any other capacity with respect to any Affiliate of the Partnership) for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

Transfer” has the meaning set forth in Section 8.2.

Trust Account” has the meaning set forth in the Trust Agreement.

Trust Agreement” means the Trust Agreement, dated as of the date set forth therein, as amended, supplemented, restated or otherwise modified from time to time, among the Partners, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

 

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Trust Amount” has the meaning set forth in the Trust Agreement.

Trust Income” has the meaning set forth in the Trust Agreement.

Trustee(s)” has the meaning set forth in the Trust Agreement.

Unadjusted Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(B).

Unallocated Capital Commitment Interests” has the meaning set forth in Section 8.1(f).

U.S.” means the United States of America.

W-8BEN” has the meaning set forth in Section 3.7.

W-8BEN-E” has the meaning set forth in Section 3.7.

W-8IMY” has the meaning set forth in Section 3.7.

W-9” has the meaning set forth in Section 3.7.

Withdraw” or “Withdrawal” means, with respect to a Partner, such Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) for any reason (including death, disability, removal, resignation or retirement, whether such is voluntary or involuntary), unless the context shall limit the type of withdrawal to a specific reason, and “Withdrawn” with respect to a Partner means, as aforesaid, such Partner ceasing to be a partner of the Partnership.

Withdrawal Date” means the date of the Withdrawal from the Partnership of a Withdrawn Partner.

Withdrawn Partner” means a Limited Partner whose GP-Related Partner Interest or Capital Commitment Partner Interest in the Partnership has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Partner.

Yield Associates” means Blackstone Life Sciences Yield Associates L.P., a Cayman Islands exempted limited partnership and the general partner of BXLS Yield, or any other entity that serves as the general partner or managing member of a vehicle indicated in the definition of BXLS Yield.

Yield Associates LP Agreement” means the exempted limited partnership agreement, dated as of the date set forth therein, of Yield Associates, as it may be amended, supplemented, restated or otherwise modified from time to time.

 

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Section 1.2. Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

ARTICLE II

GENERAL PROVISIONS

Section 2.1. General Partner, Limited Partner, Special Partner. The Partners may be General Partners, Limited Partners or Special Partners. The General Partner as of the date hereof is BXLS Yield L.L.C. and the Limited Partners as of the date hereof are those persons admitted as limited partners of the Partnership in accordance with the terms hereof and shown as Limited Partners in the books and records of the Partnership and the Special Partners as of the date hereof are those persons shown as Special Partners in the books and records of the Partnership as of the date hereof. The books and records of the Partnership contain the GP-Related Profit Sharing Percentage and GP-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the GP-Related Investments of the Partnership as of the date hereof. The books and records of the Partnership contain the Capital Commitment Profit Sharing Percentage and Capital Commitment-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the Capital Commitment Investments of the Partnership as of the date hereof. The books and records of the Partnership shall be amended by the General Partner from time to time in accordance with this Agreement to reflect additional GP-Related Investments, additional Capital Commitment Investments, dispositions by the Partnership of GP-Related Investments, dispositions by the Partnership of Capital Commitment Investments, the GP-Related Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the Capital Commitment Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the admission of additional Partners, the Withdrawal of Partners and the transfer or assignment of interests in the Partnership pursuant to the terms of this Agreement. At the time of admission of each additional Partner, the General Partner shall determine in its sole discretion the GP-Related Investments and Capital Commitment Investments in which such Partner shall participate and such Partner’s GP-Related Commitment, Capital Commitment-Related Commitment, GP-Related Profit Sharing Percentage with respect to each such GP-Related Investment and Capital Commitment Profit Sharing Percentage with respect to each such Capital Commitment Investment. Each Partner may have a GP-Related Partner Interest and/or a Capital Commitment Partner Interest.

Section 2.2. Formation; Name; Foreign Jurisdictions. The Partnership is hereby continued as a limited partnership pursuant to the Partnership Act and shall conduct its activities on and after the date hereof under the name of BXLS Yield GP L.P. The certificate of limited partnership of the Partnership may be amended and/or restated from time to time by the General Partner, as an “authorized person” (within the meaning of the Partnership Act). The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

 

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Section 2.3. Term. The term of the Partnership shall continue until December 31, 2071, unless earlier dissolved and its affairs wound up in accordance with this Agreement and the Partnership Act.

Section 2.4. Purposes; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:

(i) to serve as a limited partner or general partner of Yield Associates and perform the functions of a limited partner or general partner of Yield Associates specified in the Yield Associates LP Agreement and, if applicable, the BXLS Yield Agreements;

(ii) if applicable, to serve as, and hold the Capital Commitment BXLS Yield Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BXLS Yield and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BXLS Yield specified in the BXLS Yield Agreements;

(iii) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property directly or indirectly through Yield Associates and/or BXLS Yield;

(iv) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through Yield Associates or another entity;

(v) to serve as a general partner or limited partner of BXLS Yield and/or other partnerships and perform the functions of a general partner or limited partner, member, shareholder or other equity interest owner specified in the respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership;

(vi) to serve as a member, shareholder or other equity interest owner of limited liability companies, other companies, corporations or other entities and perform the functions of a member, shareholder or other equity interest owner specified in the respective limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, company, corporation or other entity;

(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act, the Yield Associates LP Agreement, the BXLS Yield Agreements, and any applicable partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (v) or (vi) above, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time;

 

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(viii) any other lawful purpose; and

(ix) to do all things necessary, desirable, convenient or incidental thereto.

(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;

(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;

(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;

(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;

(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;

 

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(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(ix) to open, maintain and close accounts, including margin accounts, with brokers and futures commission merchants;

(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(xiv) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and

(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.

Section 2.5. Place of Business. The Partnership shall maintain a registered office at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The Partnership shall maintain an office and principal place of business at such place or places as the General Partner specifies from time to time and as set forth in the books and records of the Partnership. The name and address of the Partnership’s registered agent is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The General Partner may from time to time change the registered agent or office by an amendment to the certificate of limited partnership of the Partnership.

 

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Section 2.6. Withdrawal of Initial Limited Partner. Upon the admission of one or more additional Limited Partners to the Partnership, the Initial Limited Partner shall (a) Withdraw as the Initial Limited Partner of the Partnership, and (b) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership; provided, that the effective date of such Withdrawal shall be deemed as between the parties hereto to be September 20, 2021.

Section 2.7. Reorganization or Reconstitution and De-Registration of the Partnership. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Partnership may, at the election of the General Partner in its sole discretion, be reorganized or reconstituted and/or registered by way of consolidation as a limited partnership (or other similar entity) under the laws of a jurisdiction outside of Delaware.

ARTICLE III

MANAGEMENT

Section 3.1. General Partner. (a) BXLS Yield L.L.C. is the General Partner as of the date hereof. The General Partner shall cease to be the General Partner only if (i) it Withdraws from the Partnership for any reason, (ii) it consents in its sole discretion to resign as the General Partner, or (iii) a Final Event with respect to it occurs. The General Partner may not be removed without its consent. There may be one or more General Partners. In the event that one or more other General Partners is admitted to the Partnership as such, all references herein to the “General Partner” in the singular form shall be deemed to also refer to such other General Partners as may be appropriate. The relative rights and responsibilities of such General Partners will be as agreed upon from time to time between them.

(b) Upon the Withdrawal from the Partnership or voluntary resignation of the last remaining General Partner, all of the powers formerly vested therein pursuant to this Agreement and the Partnership Act shall be exercised by a Majority in Interest of the Partners.

Section 3.2. Partner Voting, etc. (a) Except as otherwise expressly provided herein and except as may be expressly required by the Partnership Act, Partners (including Special Partners), other than General Partners, as such shall have no right to, and shall not, take part in the management or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Partners of the applicable class herein.

(b) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Partner (or any Affiliate thereof) in such matter.

(c) Meetings of the Partners may be called only by the General Partner.

(d) Notwithstanding any other provision of this Agreement, any Limited Partner or Withdrawn Partner that fails to respond to a notice provided by the General Partner requesting the consent, approval or vote of such Limited Partner or Withdrawn Partner within 14 days after such notice is sent to such Limited Partner or Withdrawn Partner shall be deemed to have given its affirmative consent or approval thereto.

 

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Section 3.3. Management. (a) The management, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including those enumerated in Section 2.4, on behalf and in the name of the Partnership. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in its sole discretion, subject only to the express terms and conditions of this Agreement.

(b) Notwithstanding any provision in this Agreement to the contrary, the Partnership is hereby authorized, without the need for any further act, vote or consent of any person (directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in its capacity as a partner of Yield Associates on Yield Associates’ own behalf or in Yield Associates’ capacity as general partner, capital partner and/or limited partner of BXLS Yield or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BXLS Yield or as general or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate): (i) to execute and deliver, and to perform the Partnership’s obligations under the Yield Associates LP Agreement, including, without limitation, serving as a partner of Yield Associates, (ii) to execute and deliver, and to cause Yield Associates to perform Yield Associates’ obligations under, the BXLS Yield Agreements, including, without limitation, serving as a general partner of BXLS Yield and, if applicable, a capital partner of BXLS Yield, (iii) if applicable, to execute and deliver, and to perform the Partnership’s obligations under, the BXLS Yield Agreements, including, without limitation, serving as a capital partner of BXLS Yield, (iv) to execute and deliver, and to perform, or, if applicable, to cause Yield Associates to perform, the Partnership’s or Yield Associates’ obligations under, the governing agreement, as amended, supplemented, restated or otherwise modified (each a “Partnership Affiliate Governing Agreement”), of any other partnership, limited liability company, other company, corporation or other entity (each a “Partnership Affiliate”) of which the Partnership or Yield Associates is, or is to become, a general partner or limited partner, member, shareholder or other equity interest owner, including, without limitation, serving as a general partner or limited partner, member, shareholder or other equity interest owner of each Partnership Affiliate, and (v) to take any action, in the applicable capacity, contemplated by or arising out of this Agreement, the Yield Associates LP Agreement, the BXLS Yield Agreements or each Partnership Affiliate Governing Agreement (and any amendment, supplement, restatement and/or other modification of any of the foregoing).

(c) The General Partner and any other person designated by the General Partner, each acting individually, is hereby authorized and empowered, as an authorized person of the Partnership within the meaning of the Partnership Act, or otherwise, or as an authorized representative of the General Partner (the General Partner hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf, or in its capacity as a partner of Yield Associates on Yield Associates’ own behalf, or in Yield Associates’ capacity as general partner, special general partner, capital partner and/or limited partner of BXLS Yield or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BXLS Yield or as a general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate), any of the following:

 

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(A) any agreement, certificate, instrument or other document of the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications thereof), including, without limitation, the following: (I) the Yield Associates LP Agreement, the BXLS Yield Agreements and each Partnership Affiliate Governing Agreement, (II) subscription agreements and documents on behalf of BXLS Yield or Yield Associates, (III) side letters issued in connection with investments in BXLS Yield, and (IV) such other agreements, certificates, instruments and other documents as may be necessary or desirable in furtherance of the purposes of the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing referred to in (I) through (IV) above) and for the avoidance of doubt, this Agreement may be amended by the General Partner in its sole discretion;

(B) the certificates of formation, certificates of limited partnership and/or other organizational documents of the Partnership, Yield Associates, BXLS Yield and any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing); and

(C) any other certificates, notices, applications and other documents (and any amendments, supplements, restatements and/or other modifications thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate to qualify to do business in a jurisdiction in which the Partnership, Yield Associates, BXLS Yield or such Partnership Affiliate desires to do business;

(ii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in its capacity as a partner of Yield Associates on Yield Associates’ own behalf or in Yield Associates’ capacity as general partner, capital partner and/or limited partner of BXLS Yield, or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BXLS Yield or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate): (A) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership, Yield Associates, BXLS Yield and/or any Partnership Affiliate, (B) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate or any banking facilities or services that may be utilized by the Partnership, Yield Associates, BXLS Yield or any

 

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Partnership Affiliate, and all checks, notes, drafts and other documents of the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate that may be required in connection with any such bank account or banking facilities or services and (C) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(c), each acting individually, shall be deemed to have been duly adopted by the General Partner, the Partnership, Yield Associates, BXLS Yield or any Partnership Affiliate, as applicable, for all purposes).

(d) The authority granted to any person (other than the General Partner) in Section 3.3(c) may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

Section 3.4. Responsibilities of Partners. (a) Unless otherwise determined by the General Partner in a particular case, each Limited Partner (other than a Special Partner) shall devote substantially all of his or her time and attention to the businesses of the Partnership and its Affiliates, and each Special Partner shall not be required to devote any time or attention to the businesses of the Partnership or its Affiliates.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

(c) The General Partner may from time to time establish such other rules and regulations applicable to Partners or other employees as the General Partner deems appropriate, including rules governing the authority of Partners or other employees to bind the Partnership to financial commitments or other obligations.

Section 3.5. Exculpation and Indemnification.

(a) Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith

 

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reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

(b) Indemnification. (i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining capital commitments of the Partners)) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, for purposes of this Section 3.5(b), “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided, that a Covered Person shall not be entitled to indemnification under this Section 3.5(b) with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement; provided further, that if such Covered Person is a Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s GP-Related Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section 3.5(b), and the Partnership and its Affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such Affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s Interests and remaining capital commitments, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section 3.5(b). The General Partner shall have the authority to enter into separate agreements with any Covered Person in order to give effect to the obligations to indemnify pursuant to this Section 3.5(b).

 

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(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing BXLS Yield and/or a particular portfolio entity through which an Investment is indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first, out of proceeds available in respect of applicable insurance policies maintained by the applicable portfolio entity and/or BXLS Yield; second, by the applicable portfolio entity through which such investment is indirectly held; third, by BXLS Yield; and fourth by Yield Associates (only to the extent the foregoing sources are exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from BXLS Yield and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any Affiliate thereof) pays or causes to be paid any amounts that should have been paid by Yield Associates, BXLS Yield and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Partners that the Partnership shall have a subrogation claim against Yield Associates and/or BXLS Yield and/or such portfolio entity in respect of such advancement or payments. The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of Blackstone Inc. or any of its Affiliates, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

Section 3.6. Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Partnership Act) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner’s Interests for such Partner’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents that such Partner has such

 

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knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner’s net worth and the Partner has no need for liquidity in the Partner’s investment in Interests. Each Limited Partner and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Partner.

(b) Each Limited Partner and Special Partner agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Partner (1) makes a capital contribution to the Partnership (whether as a result of Firm Advances made to such Partner or otherwise) with respect to any Investment, and such Partner hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Partner hereby agrees that such repayment shall serve as confirmation thereof.

Section 3.7. Tax Representation and Further Assurances. (a) Each Limited Partner and Special Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner’s or the Partnership’s obligations under applicable law or to carry out the provisions of this Agreement.

(b) Each Limited Partner and Special Partner certifies that (A) if the Limited Partner or Special Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner or Special Partner’s name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its Affiliates pursuant to an IRS Form W- 9, Request for Taxpayer Identification Number Certification (“W-9”) or otherwise are correct and (ii) the Limited Partner or Special Partner will complete and return a W-9 and (y) (i) the Limited Partner or Special Partner is a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner or Special Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (“W-8BEN”), IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) (“W-8BEN-E”), or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting (“W-8IMY”), or otherwise is correct and (ii) the Limited Partner or Special Partner will complete and return the applicable IRS form, including but not limited to a

 

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W-8BEN, W-8BEN-E or W-8IMY, and (y) (i) the Limited Partner or Special Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of any change of such status. Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the General Partner.

(c) Each Limited Partner and Special Partner acknowledges and agrees that the Partnership and the General Partner may release confidential information or other information about the Limited Partner or Special Partner or related to such Limited Partner or Special Partner’s investment in the Partnership if the Partnership or the General Partner, in its or their sole discretion, determines that such disclosure is required by applicable law or regulation or in order to comply for an exception from, or reduced tax rate of, tax or other tax benefit. Any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.

(d) Each Limited Partner and Special Partner acknowledges and agrees that if it provides information that is in anyway materially misleading, or if it fails to provide the Partnership or its agents with any information requested hereunder, in either case in order to satisfy the Partnership’s obligations, the General Partner reserves the right to take any action and pursue any remedies at its disposal, including (i) requiring such Limited Partner or Special Partner to Withdraw for Cause and (ii) withholding or deducting any costs caused by such Limited Partner’s or Special Partner’s action or inaction from amounts otherwise distributable to such Limited Partner or Special Partner from the Partnership and its Affiliates.

ARTICLE IV

CAPITAL OF THE PARTNERSHIP

Section 4.1. Capital Contributions by Partners. (a) Each Partner shall be required to make capital contributions to the Partnership (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Partnership’s obligation to make capital contributions to Yield Associates in respect of the GP-Related Yield Associates Interest to fund Yield Associates’ capital contributions with respect to any GP-Related BXLS Yield Investment and as are otherwise determined by the General Partner from time to time or as may be set forth in such Limited Partner’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Partners based upon each Partner’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Partnership (including those specifically set forth in Section 4.1(d) and Section 5.8(d))) shall be determined by the General Partner. Special Partners shall not be required to make additional GP-Related Capital

 

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Contributions to the Partnership in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Special Partner’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional GP-Related Capital Contribution to the Partnership; provided further, that each Investor Special Partner shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Partnership related to the GP-Related BXLS Yield Interest.

(b) Each GP-Related Capital Contribution by a Partner shall be credited to the appropriate GP-Related Capital Account of such Partner in accordance with Section 5.2, subject to Section 5.10.

(c) The General Partner may elect on a case by case basis to (i) cause the Partnership to loan any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) the amount of any GP-Related Capital Contribution required to be made by such Partner or (ii) permit any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) to make a required GP-Related Capital Contribution to the Partnership in installments, in each case on terms determined by the General Partner.

(d) (i) The Partners and the Withdrawn Partners have entered into the Trust Agreement, pursuant to which certain amounts of the distributions relating to Carried Interest will be paid to the Trustee(s) for deposit in the Trust Account (such amounts to be paid to the Trustee(s) for deposit in the Trust Account constituting a “Holdback”). The General Partner shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for any General Partner and/or Holdings and each Partner Category (such withheld percentage constituting the General Partner’s and such Partner Category’s “Holdback Percentage”). The applicable Holdback Percentages initially shall be 0% for any General Partner, 15% for Existing Partners (other than the General Partner), 21% for Retaining Withdrawn Partners (other than the General Partner) and 24% for Deceased Partners (the “Initial Holdback Percentages”). Any provision of this Agreement to the contrary notwithstanding, the Holdback Percentage for the General Partner and/or Holdings shall not be subject to change pursuant to clause (ii), (iii) or (iv) of this Section 4.1(d).

(ii) The Holdback Percentage may not be reduced for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may only reduce the Holdback Percentages among the Partner Categories on a proportionate basis. For example, if the Holdback Percentage for Existing Partners is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Partners and Deceased Partners shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such reduction.

 

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(iii) The Holdback Percentage may not be increased for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may not increase the Retaining Withdrawn Partners’ Holdback Percentage beyond 21% unless the General Partner concurrently increases the Existing Partners’ Holdback Percentage to 21%. The General Partner may not increase the Deceased Partners’ Holdback Percentage beyond 24% unless the General Partner increases the Holdback Percentage for both Existing Partners and Retaining Withdrawn Partners to 24%. The General Partner may not increase the Holdback Percentage of any Partner Category beyond 24% unless such increase applies equally to all Partner Categories. Any increase in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the General Partner from proportionately increasing the Holdback Percentage of any Partner Category (following a reduction of the Holdback Percentages below the Initial Holdback Percentages), if the resulting Holdback Percentages are consistent with the above. For example, if the General Partner reduces the Holdback Percentages for Existing Partners, Retaining Withdrawn Partners and Deceased Partners to 12.5%, 17.5% and 20%, respectively, the General Partner shall have the right to subsequently increase the Holdback Percentages to the Initial Holdback Percentages.

(iv) (A) Notwithstanding anything contained herein to the contrary, the General Partner may increase or decrease the Holdback Percentage for any Partner in any Partner Category (in such capacity, the “Subject Partner”) pursuant to a majority vote of the Limited Partners (a “Holdback Vote”); provided, that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to any General Partner shall not be increased or decreased without its prior written consent; provided further, that a Subject Partner’s Holdback Percentage shall not be (I) increased prior to such time as such Subject Partner (x) is notified by the Partnership of the decision to increase such Subject Partner’s Holdback Percentage and (y) has, if requested by such Subject Partner, been given 30 days to gather and provide information to the Partnership for consideration before a second Holdback Vote (requested by the Subject Partner) or (II) decreased unless such decrease occurs subsequent to an increase in a Subject Partner’s Holdback Percentage pursuant to a Holdback Vote under this clause (iv); provided further, that such decrease shall not exceed an amount such that such Subject Partner’s Holdback Percentage is less than the prevailing Holdback Percentage for the Partner Category of such Subject Partner; provided further, that a Partner shall not vote to increase a Subject Partner’s Holdback Percentage unless such voting Partner determines, in such Partner’s good faith judgment, that the facts and circumstances indicate that it is reasonably likely that such Subject Partner, or any of such Subject Partner’s successors or assigns (including such Subject Partner’s estate or heirs) who at the time of such vote holds the GP-Related Partner Interest or otherwise has the right to receive distributions relating thereto, will not be capable of satisfying any GP-Related Recontribution Amounts that may become due.

(B) A Holdback Vote shall take place at a Partnership meeting. Each of the Limited Partners shall be entitled to cast one vote with respect to the Holdback Vote regardless of such Limited Partner’s interest in the Partnership. Such vote may be cast by any such Partner in person or by proxy.

 

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(C) If the result of the second Holdback Vote is an increase in a Subject Partner’s Holdback Percentage, such Subject Partner may submit the decision to an arbitrator, the identity of which is mutually agreed upon by both the Subject Partner and the Partnership; provided, that if the Partnership and the Subject Partner cannot agree upon a mutually satisfactory arbitrator within 10 days of the second Holdback Vote, each of the Partnership and the Subject Partner shall request its candidate for arbitrator to select a third arbitrator satisfactory to such candidates; provided further, that if such candidates fail to agree upon a mutually satisfactory arbitrator within 30 days of such request, the then sitting President of the American Arbitration Association shall unilaterally select the arbitrator. Each Subject Partner that submits the decision of the Partnership pursuant to the second Holdback Vote to arbitration and the Partnership shall estimate their reasonably projected out-of-pocket expenses relating thereto, and each such party shall, to the satisfaction of the arbitrator and prior to any determination being made by the arbitrator, pay the total of such estimated expenses (i.e., both the Subject Partner’s and the Partnership’s expenses) into an escrow account. The arbitrator shall direct the escrow agent to pay out of such escrow account all expenses associated with such arbitration (including costs leading thereto) and to return to the “victorious” party the entire amount of funds such party paid into such escrow account. If the amount contributed to the escrow account by the losing party is insufficient to cover the expenses of such arbitration, such “losing” party shall then provide any additional funds necessary to cover such costs to such “victorious” party. For purposes hereof, the “victorious” party shall be the Partnership if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party. The party that is not the “victorious” party shall be the “losing” party.

(D) In the event of a decrease in a Subject Partner’s Holdback Percentage (1) pursuant to a Holdback Vote under this clause (iv) or (2) pursuant to a decision of an arbitrator under paragraph (C) of this clause (iv), the Partnership shall release and distribute to such Subject Partner any Trust Amounts (and the Trust Income thereon (except as expressly provided herein with respect to using Trust Income as Firm Collateral)) which exceed the required Holdback of such Subject Partner (in accordance with such Subject Partner’s reduced Holdback Percentage) as though such reduced Holdback Percentage had applied since the increase of the Subject Partner’s Holdback Percentage pursuant to a previous Holdback Vote under this clause (iv).

(v) (A) If a Partner’s Holdback Percentage exceeds 15% (such percentage in excess of 15% constituting the “Excess Holdback Percentage”), such Partner may satisfy the portion of his or her Holdback obligation in respect of his or her Excess Holdback Percentage (such portion constituting such Partner’s “Excess Holdback”), and such Partner (or a Withdrawn Partner with respect to amounts contributed to the Trust Account while he or she was a Partner), to the extent his or her Excess Holdback obligation has previously been satisfied in cash, may obtain the release of the Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) satisfying such Partner’s or Withdrawn Partner’s Excess

 

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Holdback obligation, by pledging, granting a security interest or otherwise making available to the General Partner, on a first priority basis (except as provided below), all or any portion of his or her Firm Collateral in satisfaction of his or her Excess Holdback obligation. Any Partner seeking to satisfy all or any portion of the Excess Holdback utilizing Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Partnership to realize on (if required), such Firm Collateral; provided, that, in the case of entities listed in the Partnership’s books and records in which Partners are permitted to pledge or grant a security interest over their interests therein to finance all or a portion of their capital contributions thereto (“Pledgable Blackstone Interests”), to the extent a first priority security interest is unavailable because of an existing lien on such Firm Collateral, the Partner or Withdrawn Partner seeking to utilize such Firm Collateral shall grant the General Partner a second priority security interest therein in the manner provided above; provided further, that (x) in the case of Pledgable Blackstone Interests, to the extent that neither a first priority nor a second priority security interest is available, or (y) if the General Partner otherwise determines in its good faith judgment that a security interest in Firm Collateral (and the corresponding documents and actions) are not necessary or appropriate, the Partner or Withdrawn Partner shall (in the case of either clause (x) or (y) above) irrevocably instruct in writing the relevant partnership, limited liability company or other entity listed in the Partnership’s books and records to remit any and all net proceeds resulting from a Firm Collateral Realization on such Firm Collateral to the Trustee(s) as more fully provided in clause (B) below. The Partnership shall, at the request of any Partner or Withdrawn Partner, assist such Partner or Withdrawn Partner in taking such action as is necessary to enable such Partner or Withdrawn Partner to use Firm Collateral as provided hereunder.

(B) If upon a sale or other realization of all or any portion of any Firm Collateral (a “Firm Collateral Realization”), the remaining Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement, then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Firm Collateral Realization (including distributions subject to the repayment of financing sources as in the case of Pledgable Blackstone Interests) shall be paid into the Trust Account to fully satisfy such Excess Holdback requirement (allocated to such Partner or Withdrawn Partner) and shall be deemed to be Trust Amounts for purposes hereunder. Any net proceeds from such Firm Collateral Realization in excess of the amount necessary to satisfy such Excess Holdback requirement shall be distributed to such Partner or Withdrawn Partner.

(C) Upon any valuation or revaluation of Firm Collateral that results in a decreased valuation of such Firm Collateral so that such Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement (including upon a Firm Collateral Realization, if net proceeds therefrom and the remaining Firm Collateral are insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement), the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and such

 

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Partner or Withdrawn Partner shall, within 30 days of receiving such notice, contribute cash (or additional Firm Collateral) to the Trust Account in an amount necessary to satisfy his or her Excess Holdback requirement. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that clause (A) of Section 5.8(d)(ii) shall be deemed inapplicable to a default under this clause (C); provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(vi) Any Partner or Withdrawn Partner may (A) obtain the release of any Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) or Firm Collateral, in each case, held in the Trust Account for the benefit of such Partner or Withdrawn Partner or (B) require the Partnership to distribute all or any portion of amounts otherwise required to be placed in the Trust Account (whether cash or Firm Collateral), by obtaining a letter of credit (an “L/C”) for the benefit of the Trustee(s) in such amounts. Any Partner or Withdrawn Partner choosing to furnish an L/C to the Trustee(s) (in such capacity, an “L/C Partner”) shall deliver to the Trustee(s) an unconditional and irrevocable L/C from a commercial bank whose (x) short-term deposits are rated at least A-1 by S&P or P-1 by Moody’s (if the L/C is for a term of 1 year or less), or (y) long-term deposits are rated at least A+ by S&P or A1 by Moody’s (if the L/C is for a term of 1 year or more) (each a “Required Rating”). If the relevant rating of the commercial bank issuing such L/C drops below the relevant Required Rating, the L/C Partner shall supply to the Trustee(s), within 30 days of such occurrence, a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, in lieu of the insufficient L/C. In addition, if the L/C has a term expiring on a date earlier than the latest possible termination date of BXLS Yield, the Trustee(s) shall be permitted to drawdown on such L/C if the L/C Partner fails to provide a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, at least 30 days prior to the stated expiration date of such existing L/C. The Trustee(s) shall notify an L/C Partner 10 days prior to drawing on any L/C. The Trustee(s) may (as directed by the Partnership in the case of clause (I) below) draw down on an L/C only if (I) such a drawdown is necessary to satisfy an L/C Partner’s obligation relating to the Partnership’s obligations under the Clawback Provisions or (II) an L/C Partner has not provided a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating (or the requisite amount of cash and/or Firm Collateral (to the extent permitted hereunder)), at least 30 days prior to the stated expiration of an existing L/C in accordance with this clause (vi). The Trustee(s), as directed by the Partnership, shall return to any L/C Partner his or her L/C upon (1) the termination of the Trust Account and satisfaction of the Partnership’s obligations, if any, in respect of the Clawback Provisions, (2) an L/C Partner satisfying his or her entire Holdback obligation in cash and Firm Collateral (to the extent permitted hereunder), or (3) the release, by the Trustee(s), as directed by the Partnership, of all amounts in the Trust Account to the Partners or Withdrawn Partners. If an L/C Partner satisfies a portion of his or her Holdback

 

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obligation in cash and/or Firm Collateral (to the extent permitted hereunder) or if the Trustee(s), as directed by the Partnership, release a portion of the amounts in the Trust Account to the Partners or Withdrawn Partners in the Partner Category of such L/C Partner, the L/C of an L/C Partner may be reduced by an amount corresponding to such portion satisfied in cash and/or Firm Collateral (to the extent permitted hereunder) or such portion released by the Trustee(s), as directed by the Partnership; provided, that in no way shall the general release of any Trust Income cause an L/C Partner to be permitted to reduce the amount of an L/C by any amount.

(vii) (A) Any in-kind distributions by the Partnership relating to Carried Interest shall be made in accordance herewith as though such distributions consisted of cash. The Partnership may direct the Trustee(s) to dispose of any in-kind distributions held in the Trust Account at any time. The net proceeds therefrom shall be treated as though initially contributed to the Trust Account.

(B) In lieu of the foregoing, any Existing Partner may pledge or grant a security interest with respect to any in-kind distribution the Special Firm Collateral referred to in the applicable category in the Partnership’s books and records; provided, that the initial contribution of such Special Firm Collateral shall initially equal 130% of the required Holdback for a period of 90 days, and thereafter shall equal at least 115% of the required Holdback. Sections 4.1(d)(viii)(C) and (D) shall apply to such Special Firm Collateral. To the extent such Special Firm Collateral exceeds the applicable minimum percentage of the required Holdback specified in the first sentence of this clause (vii)(B), the related Partner may obtain a release of such excess amount from the Trust Account.

(viii) (A) Any Limited Partner or Withdrawn Partner may satisfy all or any portion of his or her Holdback (excluding any Excess Holdback), and such Partner or a Withdrawn Partner may, to the extent his or her Holdback (excluding any Excess Holdback) has been previously satisfied in cash or by the use of an L/C as provided herein, obtain a release of Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) that satisfy such Partner’s or Withdrawn Partner’s Holdback (excluding any Excess Holdback) by pledging or otherwise granting a security interest to the Trustee(s) on a first priority basis all of his or her Special Firm Collateral in a particular Qualifying Fund, which at all times must equal or exceed the amount of the Holdback distributed to the Partner or Withdrawn Partner (as more fully set forth below). Any Partner seeking to satisfy such Partner’s Holdback utilizing Special Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Trustee(s) to realize on (if required), such Special Firm Collateral.

(B) If upon a distribution, withdrawal, sale, liquidation or other realization of all or any portion of any Special Firm Collateral (a “Special Firm Collateral Realization”), the remaining Special Firm Collateral (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund and is being used in connection with an Excess Holdback) is insufficient to cover any

 

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Partner’s or Withdrawn Partner’s Holdback (when taken together with other means of satisfying the Holdback as provided herein (i.e., cash contributed to the Trust Account or an L/C in the Trust Account)), then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Special Firm Collateral Realization (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund or other asset and is being used in connection with an Excess Holdback) shall be paid into the Trust (and allocated to such Partner or Withdrawn Partner) to fully satisfy such Holdback and shall be deemed thereafter to be Trust Amounts for purposes hereunder. Any net proceeds from such Special Firm Collateral Realization in excess of the amount necessary to satisfy such Holdback (excluding any Excess Holdback) shall be distributed to such Partner or Withdrawn Partner. To the extent a Qualifying Fund distributes Securities to a Partner or Withdrawn Partner in connection with a Special Firm Collateral Realization, such Partner or Withdrawn Partner shall be required to promptly fund such Partner’s or Withdrawn Partner’s deficiency with respect to his or her Holdback in cash or an L/C.

(C) Upon any valuation or revaluation of the Special Firm Collateral and/or any adjustment in the Applicable Collateral Percentage applicable to a Qualifying Fund (as provided in the Partnership’s books and records), if such Partner’s or Withdrawn Partner’s Special Firm Collateral is valued at less than such Partner’s Holdback (excluding any Excess Holdback) as provided in the Partnership’s books and records, taking into account other permitted means of satisfying the Holdback hereunder, the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and, within 10 Business Days of receiving such notice, such Partner or Withdrawn Partner shall contribute cash or additional Special Firm Collateral to the Trust Account in an amount necessary to make up such deficiency. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that the first sentence of Section 5.8(d)(ii)(A) shall be deemed inapplicable to such default; provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(D) Upon a Partner becoming a Withdrawn Partner, at any time thereafter the General Partner may revoke the ability of such Withdrawn Partner to use Special Firm Collateral as set forth in this Section 4.1(d)(viii), notwithstanding anything else in this Section 4.1(d)(viii). In that case the provisions of clause (C) above shall apply to the Withdrawn Partner’s obligation to satisfy the Holdback (except that 30 days’ notice of such revocation shall be given), given that the Special Firm Collateral is no longer available to satisfy any portion of the Holdback (excluding any Excess Holdback).

 

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(E) Nothing in this Section 4.1(d)(viii) shall prevent any Partner or Withdrawn Partner from using any amount of such Partner’s interest in a Qualifying Fund as Firm Collateral; provided, that at all times Section 4.1(d)(v) and this Section 4.1(d)(viii) are each satisfied.

Section 4.2. Interest. Interest on the balances of the Partners’ capital related to the Partners’ GP-Related Partner Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the General Partner, capital invested in any other investment of the Partnership) shall be credited to the Partners’ GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the General Partner, at rates determined by the General Partner from time to time, and shall be charged as an expense of the Partnership.

Section 4.3. Withdrawals of Capital. No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

ARTICLE V

PARTICIPATION IN PROFITS AND LOSSES

Section 5.1. General Accounting Matters. (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

(b) “GP-Related Net Income (Loss)” means:

(i) from any activity of the Partnership related to the GP-Related BXLS Yield Interest for any accounting period (other than GP-Related Net Income (Loss) from GP-Related Investments described below), (x) the gross income realized by the Partnership from such activity during such accounting period less (y) all expenses of the Partnership, and all other items that are deductible from gross income, for such accounting period that are allocable to such activity (determined as provided below);

(ii) from any GP-Related Investment for any accounting period in which such GP-Related Investment has not been sold or otherwise disposed of, (x) the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment (determined as provided below); and

(iii) from any GP-Related Investment for the accounting period in which such GP-Related Investment is sold or otherwise disposed of, (x) the sum of the gross proceeds from the sale or other disposition of such GP-Related Investment and the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) the sum of the cost or other basis to the Partnership of such GP-Related Investment and all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment.

 

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(c) GP-Related Net Income (Loss) shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing GP-Related Net Income (Loss) shall be added to such taxable income or loss; (ii) if any asset has a value in the books of the Partnership that differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain resulting from a disposition of such asset shall be calculated with reference to such value; (iii) upon an adjustment to the value of any asset in the books of the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing GP-Related Net Income (Loss) pursuant to this definition shall be treated as deductible items; (v) any income from a GP-Related Investment that is payable to Partnership employees in respect of “phantom interests” in such GP-Related Investment awarded by the General Partner to employees shall be included as an expense in the calculation of GP-Related Net Income (Loss) from such GP-Related Investment, and (vi) items of income and expense (including interest income and overhead and other indirect expenses) of the Partnership, Holdings and other Affiliates of the Partnership shall be allocated among the Partnership, Holdings and such Affiliates, among various Partnership activities and GP-Related Investments and between accounting periods, in each case as determined by the General Partner. Any adjustments to GP-Related Net Income (Loss) by the General Partner, including adjustments for items of income accrued but not yet received, unrealized gains, items of expense accrued but not yet paid, unrealized losses, reserves (including reserves for taxes, bad debts, actual or threatened litigation, or any other expenses, contingencies or obligations) and other appropriate items shall be made in accordance with GAAP; provided, that the General Partner shall not be required to make any such adjustment.

(d) An accounting period shall be a Fiscal Year, except that, at the option of the General Partner, an accounting period will terminate and a new accounting period will begin on the admission date of an additional Partner or the Settlement Date of a Withdrawn Partner, if any such date is not the first day of a Fiscal Year. If any event referred to in the preceding sentence occurs and the General Partner does not elect to terminate an accounting period and begin a new accounting period, then the General Partner may make such adjustments as it deems appropriate to the Partners’ GP-Related Profit Sharing Percentages for the accounting period in which such event occurs (prior to any allocations of GP-Related Unallocated Percentages or adjustments to GP-Related Profit Sharing Percentages pursuant to Section 5.3) to reflect the Partners’ average GP-Related Profit Sharing Percentages during such accounting period; provided, that the GP-Related Profit Sharing Percentages of Partners in GP-Related Net Income (Loss) from GP-Related Investments acquired during such accounting period will be based on GP-Related Profit Sharing Percentages in effect when each such GP-Related Investment was acquired.

(e) In establishing GP-Related Profit Sharing Percentages and allocating GP-Related Unallocated Percentages pursuant to Section 5.3, the General Partner may consider such factors as it deems appropriate.

 

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(f) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner and approved by the Partnership’s independent accountants. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all Withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

Section 5.2. GP-Related Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership, to the extent and at such times as may be appropriate, one or more capital accounts as the General Partner may deem to be appropriate for purposes of accounting for such Partner’s interests in the capital of the Partnership related to the GP-Related BXLS Yield Interest and the GP-Related Net Income (Loss) of the Partnership (each a “GP-Related Capital Account”).

(b) As of the end of each accounting period or, in the case of a contribution to the Partnership by one or more of the Partners with respect to such Partner or Partners’ GP-Related Partner Interests or a distribution by the Partnership to one or more of the Partners with respect to such Partner or Partners’ GP-Related Partner Interests, at the time of such contribution or distribution, (i) the appropriate GP-Related Capital Accounts of each Partner shall be credited with the following amounts: (A) the amount of cash and the value of any property contributed by such Partner to the capital of the Partnership related to such Partner’s GP-Related Partner Interest during such accounting period, (B) the GP-Related Net Income allocated to such Partner for such accounting period and (C) the interest credited on the balance of such Partner’s capital related to such Partner’s GP-Related Partner Interest for such accounting period pursuant to Section 4.2; and (ii) the appropriate GP-Related Capital Accounts of each Partner shall be debited with the following amounts: (x) the amount of cash, the principal amount of any subordinated promissory note of the Partnership referred to in Section 6.5 (as such amount is paid) and the value of any property distributed to such Partner during such accounting period with respect to such Partner’s GP-Related Partner Interest and (y) the GP-Related Net Loss allocated to such Partner for such accounting period.

Section 5.3. GP-Related Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the General Partner shall establish the profit sharing percentage (the “GP-Related Profit Sharing Percentage”) of each Partner in each category of GP-Related Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a) taking into account such factors as the General Partner deems appropriate; provided, that (i) the General Partner may elect to establish GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment acquired by the Partnership during such accounting period at the time such GP-Related Investment is acquired in accordance with paragraph (c) below and (ii) GP-Related Net Income (Loss) for such accounting period from any GP-Related Investment shall be allocated in accordance with the GP-Related Profit Sharing Percentages in such GP-Related Investment established in accordance with paragraph (c) below. The General Partner may establish different GP-Related Profit Sharing Percentages for any Partner in different categories of GP-Related Net Income (Loss). In the case of the Withdrawal of a Partner, such former Partner’s GP-Related Profit Sharing Percentages shall be allocated by the General Partner to one or more of the remaining Partners as the General Partner shall determine. In the case of the

 

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admission of any Partner to the Partnership as an additional Partner, the GP-Related Profit Sharing Percentages of the other Partners shall be reduced by an amount equal to the GP-Related Profit Sharing Percentage allocated to such new Partner pursuant to Section 6.1(b); such reduction of each other Partner’s GP-Related Profit Sharing Percentage shall be pro rata based upon such Partner’s GP-Related Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the General Partner may also adjust the GP-Related Profit Sharing Percentage of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion.

(b) The General Partner may elect to allocate to the Partners less than 100% of the GP-Related Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of GP-Related Profit Sharing Percentages (any remainder of such GP-Related Profit Sharing Percentages being called a “GP-Related Unallocated Percentage”); provided, that any GP-Related Unallocated Percentage in any category of GP-Related Net Income (Loss) for any annual accounting period that is not allocated by the General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all the Partners (including the General Partner) in the manner determined by the General Partner in its sole discretion.

(c) Unless otherwise determined by the General Partner in a particular case, (i) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment shall be allocated in proportion to the Partners’ respective GP-Related Capital Contributions in respect of such GP-Related Investment and (ii) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from each GP-Related Investment shall be fixed at the time such GP-Related Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the General Partner pursuant to Section 5.7.

Section 5.4. Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the General Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto.

(b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BXLS Yield and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BXLS Yield with respect to the GP-Related BXLS Yield Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with

 

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respect to the GP-Related Investment giving rise to such loss suffered by BXLS Yield and (ii) GP-Related Net Loss relating to realized losses suffered by BXLS Yield and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)).

(c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.

(d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BXLS Yield, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period.

(e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of Blackstone Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss).

(f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 5.5. Liability of Partners. Except as otherwise provided in the Partnership Act or as expressly provided in this Agreement, no Partner shall be personally obligated for any debt, obligation or liability of the Partnership or of any other Partner solely by reason of being a Partner. In no event shall any Partner or Withdrawn Partner (i) be obligated to make any capital contribution or payment to or on behalf of the Partnership or (ii) have any liability to return distributions received by such Partner from the Partnership, in each case except as specifically provided in Section 4.1(d) or Section 5.8 or otherwise in this Agreement, as such Partner shall otherwise expressly agree in writing or as may be required by applicable law.

Section 5.6. [Intentionally omitted.]

Section 5.7. Repurchase Rights, etc. The General Partner may from time to time establish such repurchase rights and/or other requirements with respect to the Partners’ GP-Related Partner Interests relating to GP-Related BXLS Yield Investments as the General Partner may determine. The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase rights or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case by case basis.

 

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Section 5.8. Distributions. (a) (i) The Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Partners with respect to such Partners’ GP-Related Partner Interests at such times and in such amounts as are determined by the General Partner. The General Partner shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established pursuant to Section 5.1(a). Distributions of cash or other property with respect to Non-Carried Interest shall be made among the Partners in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d) and Section 5.8(e), distributions of cash or other property with respect to Carried Interest shall be made among Partners in accordance with their respective Carried Interest Sharing Percentages.

(ii) At any time that a sale, exchange, transfer or other disposition by BXLS Yield of a portion of a GP-Related Investment is being considered by the Partnership (a “GP-Related Disposable Investment”), at the election of the General Partner each Partner’s GP-Related Partner Interest with respect to such GP-Related Investment shall be vertically divided into two separate GP-Related Partner Interests, a GP-Related Partner Interest attributable to the GP-Related Disposable Investment (a Partner’s “GP-Related Class B Interest”), and a GP-Related Partner Interest attributable to such GP-Related Investment excluding the GP-Related Disposable Investment (a Partner’s “GP-Related Class A Interest”). Distributions (including those resulting from a sale, transfer, exchange or other disposition by BXLS Yield) relating to a GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class B Interests with respect to such GP-Related Investment in accordance with their GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by BXLS Yield) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class A Interests with respect to such GP-Related Investment in accordance with their respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Partners in the same proportions as the allocations of GP-Related Net Income (Loss) of each such category.

(b) Subject to the Partnership’s having sufficient available cash in the reasonable judgment of the General Partner, the Partnership shall make cash distributions to each Partner with respect to each Fiscal Year of the Partnership in an aggregate amount at least equal to the total U.S. federal, New York State and New York City income and other taxes that would be payable by such Partner with respect to all categories of GP-Related Net Income (Loss) allocated to such Partner for such Fiscal Year, the amount of which shall be calculated (i) on the assumption that each Partner is an individual subject to the then prevailing maximum rate of U.S. federal, New York State and New York City and other income taxes (including, without limitation,

 

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taxes under Sections 1401 and 1411 of the Code), (ii) taking into account (x) the limitations on the deductibility of expenses and other items for U.S. federal income tax purposes and (y) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income) and (iii) taking into account any differential in applicable rates due to the type and character of GP-Related Net Income (Loss) allocated to such Partner. Notwithstanding the provisions of the foregoing sentence, the General Partner may refrain from making any distribution if, in the reasonable judgment of the General Partner, such distribution is prohibited by applicable law.

(c) The General Partner may provide that the GP-Related Partner Interest of any Partner or employee (including such Partner’s or employee’s right to distributions and investments of the Partnership related thereto) may be subject to repurchase by the Partnership during such period as the General Partner shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Partnership and will be distributed to the recipient thereof (together with interest thereon at rates determined by the General Partner from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The General Partner may elect in an individual case to have the Partnership distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Partner Withdraws from the Partnership for any reason other than his or her death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Partnership at a purchase price determined at such time by the General Partner. Unless determined otherwise by the General Partner, the repurchased portion thereof will be allocated among the remaining Partners with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Partner has a percentage interest in such specific GP-Related Investment, to the General Partner; provided, that the General Partner may allocate the Withdrawn Partner’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Partner’s Withdrawal Date on any basis it may determine, including to existing or new Partners who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Partner shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income.

(d) (i) (A) If Yield Associates is obligated under the Clawback Provisions or Giveback Provisions to contribute to BXLS Yield a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) and the Partnership is obligated to contribute any such amount to Yield Associates in respect of the Partnership’s GP-Related Yield Associates Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount being herein called a “GP-Related Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligations of the Partnership as determined by the General Partner, in which case each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the “GP-Related Recontribution Amount”) which equals (I) the product of (a) a Partner’s or Withdrawn Partner’s Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the

 

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Partnership in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Partner’s pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related BXLS Yield Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related BXLS Yield Investments other than the one giving rise to such obligation, but only those amounts received by the Partners with an interest in the GP-Related BXLS Yield Investment referred to in clause (II)(a) above, and (c) if the GP-Related Giveback Amount pursuant to an applicable BXLS Yield Agreement is unrelated to a specific GP-Related BXLS Yield Investment, all GP-Related BXLS Yield Investments. Each Partner and Withdrawn Partner shall promptly contribute to the Partnership, along with satisfying his or her comparable obligations to the Other Fund GPs, if any, upon such call such Partner’s or Withdrawn Partner’s GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Partner or Withdrawn Partner by the Trustee(s) pursuant to written instructions from the Partnership, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the “Net GP-Related Recontribution Amount”), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Partnership’s and the Other Fund GPs’ obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Partner’s or Withdrawn Partner’s share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his or her GP-Related Recontribution Amount, such excess shall be repaid to such Partner or Withdrawn Partner as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the General Partner shall specify each Partner’s and Withdrawn Partner’s GP-Related Recontribution Amount. Prior to such time, the General Partner may, in its discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Partner’s Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the General Partner) shall be contributed by such Partner to such Partner’s Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.

(B) To the extent any Partner or Withdrawn Partner has satisfied any Holdback obligation with Firm Collateral, such Partner or Withdrawn Partner shall, within 10 days of the General Partner’s call for GP-Related Recontribution Amounts, make a cash payment into the Trust Account in an amount equal to the amount of the Holdback obligation satisfied with such Firm Collateral, or such lesser amount such that the amount in the Trust Account allocable to such Partner or Withdrawn Partner equals the sum of (I) such Partner’s or Withdrawn Partner’s GP-Related Recontribution Amount and (II) any similar amounts payable to any of the Other Fund GPs. Immediately upon receipt of such cash, the Trustee(s) shall take such steps as are necessary to release such Firm Collateral of such Partner or Withdrawn Partner equal to the amount of such cash payment. If the amount of such cash payment is less than the amount of Firm Collateral of such Partner or Withdrawn Partner, the balance of such Firm Collateral if any, shall be retained to secure the payment of GP-Related Deficiency Contributions, if any, and shall be fully released upon the satisfaction of the Partnership’s and the Other Fund GPs’

 

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obligation to pay the Clawback Amount. The failure of any Partner or Withdrawn Partner to make a cash payment in accordance with this clause (B) (to the extent applicable) shall constitute a default under Section 5.8(d)(ii) as if such cash payment hereunder constitutes a Net GP-Related Recontribution Amount under Section 5.8(d)(ii). Solely to the extent required by the BXLS Yield Partnership Agreement, each partner of the General Partner shall have the same obligations as a Partner (which obligations shall be subject to the same limitations as the obligations of a Partner) under this Section 5.8(d)(i)(B) and under Section 5.8(d)(ii)(A) with respect to such partner’s pro rata share of any Clawback Amount and solely to the extent that the Partnership has insufficient funds to meet the Partnership’s obligations under the BXLS Yield Partnership Agreement.

(ii) (A) In the event any Partner or Withdrawn Partner (a “GP-Related Defaulting Party”) fails to recontribute all or any portion of such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Carried Interest Give Back Percentages in the case of Clawback Amounts, and GP-Related Profit Sharing Percentages in the case of GP-Related Giveback Amounts (as more fully described in clause (II) of Section 5.8(d)(i)(A) above)), such amounts as are necessary to fulfill the GP-Related Defaulting Party’s obligation to pay such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount (a “GP-Related Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership (or an Other Fund GP) will be unable to collect such amount in cash from such GP-Related Defaulting Party for payment of the Clawback Amount or GP-Related Giveback Amount, as the case may be, at least 20 Business Days prior to the latest date that the Partnership, and the Other Fund GPs, if applicable, are permitted to pay the Clawback Amount or GP-Related Giveback Amount, as the case may be; provided, that, subject to Section 5.8(e), no Partner or Withdrawn Partner shall as a result of such GP-Related Deficiency Contribution be required to contribute an amount in excess of 150% of the amount of the Net GP-Related Recontribution Amount initially requested from such Partner or Withdrawn Partner in respect of such default.

(B) Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the GP-Related Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the GP-Related Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such GP-Related Defaulting Party becoming a GP-Related Defaulting Party) to set-off as appropriate and apply against such GP-Related Defaulting Party’s Net GP-Related Recontribution Amount any amounts otherwise payable to the GP-Related Defaulting Party by the Partnership or any Affiliate thereof (including amounts unrelated to Carried Interest, such as returns of capital and profit thereon). Each Partner and Withdrawn Partner hereby grants to the General Partner a security interest, effective upon such Partner or Withdrawn Partner becoming a GP-Related

 

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Defaulting Party, in all accounts receivable and other rights to receive payment from any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner and Withdrawn Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or Withdrawn Partner or in the name of the General Partner, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Net GP-Related Recontribution Amount of a GP-Related Defaulting Party from the date such Net GP-Related Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(C) Any Partner’s or Withdrawn Partner’s failure to make a GP-Related Deficiency Contribution shall cause such Partner or Withdrawn Partner to be a GP-Related Defaulting Party with respect to such amount. The Partnership shall first seek any remaining Trust Amounts (and Trust Income thereon) allocated to such Partner or Withdrawn Partner to satisfy such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution before seeking cash contributions from such Partner or Withdrawn Partner in satisfaction of such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution.

(iii) In the event any Partner or Withdrawn Partner initially fails to recontribute all or any portion of such Partner or Withdrawn Partner’s pro rata share of any Clawback Amount pursuant to Section 5.8(d)(i)(A), the Partnership shall use its reasonable efforts to collect the amount which such Partner or Withdrawn Partner so fails to recontribute.

(iv) A Partner’s or Withdrawn Partner’s obligation to make contributions to the Partnership under this Section 5.8(d) shall survive the termination of the Partnership.

(e) The Partners acknowledge that the General Partner will (and is hereby authorized to) take such steps as it deems appropriate, in its good faith judgment, to further the objective of providing for the fair and equitable treatment of all Partners, including by allocating Aggregate Net Losses from Writedowns (as defined in the BXLS Yield Agreements) and Losses (as defined in the BXLS Yield Agreements) on GP-Related BXLS Yield Investments that have been the subject of a writedown and/or Net Loss (as defined in the BXLS Yield Agreements) (each, a “Loss Investment”) to those Partners who participated in such Loss Investments based on their Carried Interest Sharing Percentage therein to the extent that such Partners receive or have received Carried Interest distributions from other GP-Related BXLS Yield Investments. Consequently and notwithstanding anything herein to the contrary, adjustments to Carried Interest distributions shall be made as set forth in this Section 5.8(e).

 

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(i) At the time the Partnership is making Carried Interest distributions in connection with a GP-Related BXLS Yield Investment (the “Subject Investment”) that have been reduced under any BXLS Yield Agreement as a result of one or more Loss Investments, the General Partner shall calculate amounts distributable to or due from each such Partner as follows:

(A) determine each Partner’s share of each such Loss Investment based on his or her Carried Interest Sharing Percentage in each such Loss Investment (which may be zero) to the extent such Loss Investment has reduced the Carried Interest distributions otherwise available for distribution to all Partners (indirectly through the Partnership from BXLS Yield) from the Subject Investment (such reduction, the “Loss Amount”);

(B) determine the amount of Carried Interest distributions otherwise distributable to such Partner with respect to the Subject Investment (indirectly through the Partnership from BXLS Yield) before any reduction in respect of the amount determined in clause (A) above (the “Unadjusted Carried Interest Distributions”); and

(C) subtract (I) the Loss Amounts relating to all Loss Investments from (II) the Unadjusted Carried Interest Distributions for such Partner, to determine the amount of Carried Interest distributions to actually be paid to such Partner (“Net Carried Interest Distribution”).

To the extent that the Net Carried Interest Distribution for a Partner as calculated in this clause (i) is a negative number, the General Partner shall (I) notify such Partner, at or prior to the time such Carried Interest distributions are actually made to the Partners, of his or her obligation to recontribute to the Partnership prior Carried Interest distributions (a “Net Carried Interest Distribution Recontribution Amount”), up to the amount of such negative Net Carried Interest Distribution, and (II) to the extent amounts recontributed pursuant to clause (I) are insufficient to satisfy such negative Net Carried Interest Distribution amount, reduce future Carried Interest distributions otherwise due such Partner, up to the amount of such remaining negative Net Carried Interest Distribution. If a Partner’s (x) Net Carried Interest Distribution Recontribution Amount exceeds (y) the aggregate amount of prior Carried Interest distributions less the amount of tax thereon, calculated based on the Assumed Tax Rate (as defined in the BXLS Yield Agreements) in effect in the Fiscal Years of such distributions (the “Excess Tax-Related Amount”), then such Partner may, in lieu of paying such Partner’s Excess Tax-Related Amount, defer such amounts as set forth below. Such deferred amount shall accrue interest at the Prime Rate. Such deferred amounts shall be reduced and repaid by the amount of Carried Interest otherwise distributable to such Partner in connection with future Carried Interest distributions until such balance is reduced to zero. Any deferred amounts shall be payable in full upon the earlier of (i) such time as the Clawback Amount is determined (as provided herein) and (ii) such time as the Partner becomes a Withdrawn Partner.

To the extent there is an amount of negative Net Carried Interest Distribution with respect to a Partner remaining after the application of this clause (i), notwithstanding clause (II) of the preceding paragraph, such remaining amount of negative Net Carried Interest Distribution shall be allocated to the other Partners pro rata based on each of their Carried Interest Sharing Percentages in the Subject Investment.

 

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A Partner who fails to pay a Net Carried Interest Distribution Recontribution Amount promptly upon notice from the General Partner (as provided above) shall be deemed a GP-Related Defaulting Party for all purposes hereof.

A Partner may satisfy in part any Net Carried Interest Distribution Recontribution Amount from cash that is then subject to a Holdback, to the extent that the amounts that remain subject to a Holdback satisfy the Holdback requirements hereof as they relate to the reduced amount of aggregate Carried Interest distributions received by such Partner (taking into account any Net Carried Interest Distribution Recontribution Amount contributed to the Partnership by such Partner).

Any Net Carried Interest Distribution Recontribution Amount contributed by a Partner, including amounts of cash subject to a Holdback as provided above, shall increase the amount available for distribution to the other Partners as Carried Interest distributions with respect to the Subject Investment; provided, that any such amounts then subject to a Holdback may be so distributed to the other Partners to the extent a Partner receiving such distribution has satisfied the Holdback requirements with respect to such distribution (taken together with the other Carried Interest distributions received by such Partner to date).

(ii) In the case of Clawback Amounts which are required to be contributed to the Partnership as otherwise provided herein, the obligation of the Partners with respect to any Clawback Amount shall be adjusted by the General Partner as follows:

(A) determine each Partner’s share of any Net Losses (as defined in the BXLS Yield Agreements) in any GP-Related BXLS Yield Investments which gave rise to the Clawback Amount (i.e., the Losses that followed the last GP-Related BXLS Yield Investment with respect to which Carried Interest distributions were made), based on such Partner’s Carried Interest Sharing Percentage in such GP-Related BXLS Yield Investments;

(B) determine each Partner’s obligation with respect to the Clawback Amount based on such Partner’s Carried Interest Give Back Percentage as otherwise provided herein; and

(C) subtract the amount determined in clause (B) above from the amount determined in clause (A) above with respect to each Partner to determine the amount of adjustment to each Partner’s share of the Clawback Amount (a Partner’s “Clawback Adjustment Amount”).

A Partner’s share of the Clawback Amount shall for all purposes hereof be decreased by such Partner’s Clawback Adjustment Amount, to the extent it is a negative number (except to the extent expressly provided below). A Partner’s share of the Clawback Amount shall for all purposes hereof be increased by such Partner’s Clawback Adjustment Amount (to the extent it is a positive number); provided, that in no way shall a Partner’s aggregate obligation to satisfy a Clawback Amount as a result of this clause (ii) exceed the aggregate Carried Interest distributions received by such Partner. To the extent a positive Clawback Adjustment Amount remains after the application of this clause (ii) with respect to a Partner, such remaining Clawback Adjustment Amount shall be allocated to the Partners (including any Partner whose Clawback Amount was increased pursuant to this clause (ii)) pro rata based on their Carried Interest Give Back Percentages (determined without regard to this clause (ii)).

 

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Any distribution or contribution adjustments pursuant to this Section 5.8(e) by the General Partner shall be based on its good faith judgment, and no Partner shall have any claim against the Partnership, the General Partner or any other Partners as a result of any adjustment made as set forth above. This Section 5.8(e) applies to all Partners, including Withdrawn Partners.

It is agreed and acknowledged that this Section 5.8(e) is an agreement among the Partners and in no way modifies the obligations of each Partner regarding the Clawback Amount as provided in the BXLS Yield Agreements.

Section 5.9. Business Expenses. The Partnership shall reimburse the Partners for reasonable travel, entertainment and miscellaneous expenses incurred by them in the conduct of the Partnership’s business in accordance with rules and regulations established by the General Partner from time to time.

Section 5.10. Tax Capital Accounts; Tax Allocations. (a) For U.S. federal income tax purposes, there shall be established for each Partner a single capital account combining such Partner’s Capital Commitment Capital Account and GP-Related Capital Account, with such adjustments as the General Partner determines are appropriate so that such single capital account is maintained in compliance with the principles and requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.

(b) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code or other applicable law. In the event there is a net decrease in partnership minimum gain or partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable year of the Partnership, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to its respective share of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). In addition, this Agreement shall be considered to contain a “qualified income offset” as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Notwithstanding the foregoing, the General Partner in its sole discretion shall make allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Partners within the meaning of the Code and the Treasury Regulations.

(c) For U.S. federal, state and local income tax purposes only, Partnership income, gain, loss, deduction or expense (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in a manner corresponding to the manner in which corresponding items are allocated among the Partners pursuant to the other provisions of this Section 5.10; provided, that the General Partner may in its sole discretion make such allocations

 

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for tax purposes as it determines are appropriate so that allocations have substantial economic effect or are in accordance with the interests of the Partners, within the meaning of the Code and the Treasury Regulations thereunder. To the extent there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or credit of the Partnership (or an adjustment to any Partner’s distributive share thereof), the General Partner may reallocate the adjusted items among each Partner or former Partner (as determined by the General Partner) in accordance with the final resolution of such audit adjustment.

Section 5.11. Service Fee. In consideration of the services and expenses of the General Partner, each Limited Partner who ceases to be an employee or officer of Blackstone on or after January 1, 2025 (such Limited Partner, a “Former Blackstone Employee”) shall be subject to a service fee (the “Service Fee”). The Service Fee will (i) apply to each distribution or payment in respect of or relating to “Carried Interest” made to Former Blackstone Employees (including, for the avoidance of doubt, Limited Partners that become Former Blackstone Employees) attributable to “Carried Interest” awards or allocations on investments made on or following January 1, 2025, (ii) initially be equal to 1% of each such amount to be distributed (or otherwise paid) (or such greater or lesser amount as determined by the General Partner in its sole discretion from time to time), which amounts shall, for the avoidance of doubt, be net of any other costs, fees, expenses and any reserves established, and prior to the withholding of Holdback amounts and taxes (in each case, as calculated by the General Partner in good faith), (iii) may be calculated and withheld out of distributions or payments as such distributions or payments are made and/or shall be payable in arrears with respect to each Former Blackstone Employee, including by withholding from subsequent distribution or payment amounts. For the avoidance of doubt, the Service Fee shall be in addition to each Former Blackstone Employee’s commitments and other obligations to the Partnership. The General Partner may waive the Service Fee, in whole or in part, in its sole discretion with respect to any Former Blackstone Employee, and/or require that each Former Blackstone Employee to pay such Service Fee directly or out of distributions or payments as noted above.

ARTICLE VI

ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS;

SATISFACTION AND DISCHARGE OF

PARTNERSHIP INTERESTS; TERMINATION

Section 6.1. Additional Partners. (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such

 

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Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

(b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. Notwithstanding any provision in this Agreement to the contrary, the General Partner is authorized, without the need for any further act, vote or consent of any person, to make adjustments to the GP-Related Profit Sharing Percentages as it determines necessary in its sole discretion in connection with any additional Partners admitted to the Partnership, adjustments with respect to other Partners of the Partnership and to give effect to other matters set forth herein, as applicable.

(c) An additional Partner shall be required to contribute to the Partnership his or her pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Section 4.1 and Section 7.1.

(d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of this Agreement by such additional Partner, (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, as determined by the General Partner and/or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become an additional Partner and to be bound by the terms of this Agreement and such writing being acceptable to the General Partner on behalf of the Partnership. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement that is acceptable to the General Partner on behalf of the Partnership.

Section 6.2. Withdrawal of Partners. (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’

 

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prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

(b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein.

(c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability.

(d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail.

(e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

Section 6.3. GP-Related Partner Interests Not Transferable. (a) No Partner may sell, assign, pledge, grant a security interest over or otherwise transfer or encumber all or any portion of such Partner’s GP-Related Partner Interest other than as permitted by written agreement between such Partner and the Partnership; provided, that this Section 6.3 shall not impair transfers by operation of law, transfers by will or by other testamentary instrument occurring by virtue of the death or dissolution of a Partner, or transfers required by trust agreements; provided further,

 

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that, subject to the prior written consent of the General Partner, which shall not be unreasonably withheld, a Limited Partner may transfer, for estate planning purposes, up to 25% of his or her GP-Related Profit Sharing Percentage to any estate planning trust, limited partnership, or limited liability company with respect to which a Limited Partner controls investments related to any interest in the Partnership held therein (an “Estate Planning Vehicle”). Each Estate Planning Vehicle will be a Nonvoting Special Partner. Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership (including the obligation to make additional GP-Related Capital Contributions), as the case may be. The General Partner may at its sole option exercisable at any time require any Estate Planning Vehicle to Withdraw from the Partnership on the terms of this Article VI. Except as provided in the second proviso to the first sentence of this Section 6.3, no assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Partner’s GP-Related Partner Interest shall have any right to be a Partner without the prior written consent of the General Partner (which consent may be given or withheld in its sole discretion without giving any reason therefor). Notwithstanding the granting of a security interest in the entire Interest of any Partner, such Partner shall continue to be a Partner of the Partnership.

(b) Notwithstanding any provision hereof to the contrary, no sale or transfer of any GP-Related Partner Interest in the Partnership may be made except in compliance with all federal, state and other applicable laws, including U.S. federal and state securities laws.

Section 6.4. Consequences upon Withdrawal of a Partner. (a) Subject to the Partnership Act, the General Partner may not transfer or assign its interest as a General Partner in the Partnership or its right to manage the affairs of the Partnership, except that the General Partner may, subject to the Partnership Act, with the prior written approval of a Majority in Interest of the Partners, admit another person as an additional or substitute General Partner who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise); provided however, that the General Partner may, in its sole discretion, transfer all or part of its interest in the Partnership to a person who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise) and who owns, directly or indirectly, the principal part of the business then conducted by the General Partner in connection with any liquidation, dissolution or reorganization of the General Partner, and, upon the assumption by such person of liability for all the obligations of the General Partner under this Agreement, such person shall be admitted as the General Partner. A person who is so admitted as an additional or substitute General Partner shall thereby become a General Partner and shall have the right to manage the affairs of the Partnership and to vote as a Partner to the extent of the interest in the Partnership so acquired. The General Partner shall not cease to be the general partner of the Partnership upon the collateral assignment of or the pledging or granting of a security interest in its entire Interest in the Partnership.

(b) Except as contemplated by Section 6.4(a) above, Withdrawal by a General Partner is not permitted. The Withdrawal of a Partner shall not dissolve the Partnership if at the time of such Withdrawal there are one or more remaining Partners and any one or more of such remaining Partners continue the business of the Partnership (any and all such remaining Partners being hereby authorized to continue the business of the Partnership without dissolution and hereby

 

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agreeing to do so). Notwithstanding Section 6.4(c), if upon the Withdrawal of a Partner there shall be no remaining Limited Partners, the Partnership shall be dissolved and shall be wound up unless, within 90 days after the occurrence of such Withdrawal, all remaining Special Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such Withdrawal, of one or more Limited Partners.

(c) The Partnership shall not be dissolved, in and of itself, by the Withdrawal of any Partner, but shall continue with the surviving or remaining Partners as partners thereof in accordance with and subject to the terms and provisions of this Agreement.

Section 6.5. Satisfaction and Discharge of a Withdrawn Partners GP-Related Partner Interests. (a) The terms of this Section 6.5 shall apply to the GP-Related Partner Interest of a Withdrawn Partner, but, except as otherwise expressly provided in this Section 6.5, shall not apply to the Capital Commitment Partner Interest of a Withdrawn Partner. For purposes of this Section 6.5, the term “Settlement Date” means the date as of which a Withdrawn Partner’s GP-Related Partner Interest in the Partnership is settled as determined under paragraph (b) below. Notwithstanding the foregoing, any Limited Partner who Withdraws from the Partnership, and all or any portion of whose GP-Related Partner Interest is retained as a Special Partner, shall be considered a Withdrawn Partner for all purposes hereof.

(b) Except where a later date for the settlement of a Withdrawn Partner’s GP-Related Partner Interest in the Partnership may be agreed to by the General Partner and a Withdrawn Partner, a Withdrawn Partner’s Settlement Date shall be his or her Withdrawal Date; provided, that if a Withdrawn Partner’s Withdrawal Date is not the last day of a month, then the General Partner may elect for such Withdrawn Partner’s Settlement Date to be the last day of the month in which his or her Withdrawal Date occurs. During the interval, if any, between a Withdrawn Partner’s Withdrawal Date and Settlement Date, such Withdrawn Partner shall have the same rights and obligations with respect to GP-Related Capital Contributions, interest on capital, allocations of GP-Related Net Income (Loss) and distributions as would have applied had such Withdrawn Partner remained a Partner of the Partnership during such period.

(c) In the event of the Withdrawal of a Partner, with respect to such Withdrawn Partner’s GP-Related Partner Interest, the General Partner shall promptly after such Withdrawn Partner’s Settlement Date (i) determine and allocate to the Withdrawn Partner’s GP-Related Capital Accounts such Withdrawn Partner’s allocable share of the GP-Related Net Income (Loss) of the Partnership for the period ending on such Settlement Date in accordance with Article V and (ii) credit the Withdrawn Partner’s GP-Related Capital Accounts with interest in accordance with Section 5.2. In making the foregoing calculations, the General Partner shall be entitled to establish such reserves (including reserves for taxes, bad debts, unrealized losses, actual or threatened litigation or any other expenses, contingencies or obligations) as it deems appropriate. Unless otherwise determined by the General Partner in a particular case, a Withdrawn Partner shall not be entitled to receive any GP-Related Unallocated Percentage in respect of the accounting period during which such Partner Withdraws from the Partnership (whether or not previously awarded or allocated) or any GP-Related Unallocated Percentage in respect of prior accounting periods that have not been paid or allocated (whether or not previously awarded) as of such Withdrawn Partner’s Withdrawal Date.

 

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(d) From and after the Settlement Date of the Withdrawn Partner, the Withdrawn Partner’s GP-Related Profit Sharing Percentages shall, unless otherwise allocated by the General Partner pursuant to Section 5.3(a), be deemed to be GP-Related Unallocated Percentages (except for GP-Related Profit Sharing Percentages with respect to GP-Related Investments as provided in paragraph (f) below).

(e) (i) Upon the Withdrawal from the Partnership of a Partner with respect to such Partner’s GP-Related Partner Interest, such Withdrawn Partner thereafter shall not, except as expressly provided in this Section 6.5, have any rights of a Partner (including voting rights) with respect to such Partner’s GP-Related Partner Interest, and, except as expressly provided in this Section 6.5, such Withdrawn Partner shall not have any interest in the Partnership’s GP-Related Net Income (Loss), or in distributions related to such Partner’s GP-Related Partner Interest, GP-Related Investments or other assets related to such Partner’s GP-Related Partner Interest. If a Partner Withdraws from the Partnership with respect to such Partner’s GP-Related Partner Interest for any reason other than for Cause pursuant to Section 6.2, then the Withdrawn Partner shall be entitled to receive, at the time or times specified in Section 6.5(i) below, in satisfaction and discharge in full of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership, (x) payment equal to the aggregate credit balance, if any, as of the Settlement Date of the Withdrawn Partner’s GP-Related Capital Accounts, (excluding any GP-Related Capital Account or portion thereof attributable to any GP-Related Investment) and (y) the Withdrawn Partner’s percentage interest attributable to each GP-Related Investment in which the Withdrawn Partner has an interest as of the Settlement Date as provided in paragraph (f) below (which shall be settled in accordance with paragraph (f) below), subject to all the terms and conditions of paragraphs (a)-(r) of this Section 6.5. If the amount determined pursuant to clause (x) above is an aggregate negative balance, the Withdrawn Partner shall pay the amount thereof to the Partnership upon demand by the General Partner on or after the date of the statement referred to in Section 6.5(i) below; provided, that if the Withdrawn Partner was solely a Special Partner on his or her Withdrawal Date, such payment shall be required only to the extent of any amounts payable to such Withdrawn Partner pursuant to this Section 6.5. Any aggregate negative balance in the GP-Related Capital Accounts of a Withdrawn Partner who was solely a Special Partner, upon the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, shall be allocated among the other Partners’ GP-Related Capital Accounts in accordance with their respective GP-Related Profit Sharing Percentages in the categories of GP-Related Net Income (Loss) giving rise to such negative balance as determined by the General Partner as of such Withdrawn Partner’s Settlement Date. In the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership, no value shall be ascribed to goodwill, the Partnership name or the anticipation of any value the Partnership or any successor thereto might have in the event the Partnership or any interest therein were to be sold in whole or in part.

(ii) Notwithstanding clause (i) of this Section 6.5(e), in the case of a Partner whose Withdrawal with respect to such Partner’s GP-Related Partner Interest resulted from such Partner’s death or Incompetence, such Partner’s estate or legal representative, as the case may be, may elect, at the time described below, to receive a Nonvoting Special Partner GP-Related Partner Interest and retain such Partner’s GP-Related Profit Sharing Percentage in all (but not less than all) illiquid investments of the Partnership in lieu of a cash payment (or Investor Note) in settlement of that portion of the Withdrawn Partner’s GP-Related Partner Interest. The election referred to above shall be made within 60 days after the Withdrawn Partner’s Settlement Date, based on a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5.

 

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(f) For purposes of clause (y) of paragraph (e)(i) above, a Withdrawn Partner’s “percentage interest” means his or her GP-Related Profit Sharing Percentage as of the Settlement Date in the relevant GP-Related Investment. The Withdrawn Partner shall retain his or her percentage interest in such GP-Related Investment and shall retain his or her GP-Related Capital Account or portion thereof attributable to such GP-Related Investment, in which case such Withdrawn Partner (a “Retaining Withdrawn Partner”) shall become and remain a Special Partner for such purpose (and, if the General Partner so designates, such Special Partner shall be a Nonvoting Special Partner). The GP-Related Partner Interest of a Retaining Withdrawn Partner pursuant to this paragraph (f) shall be subject to the terms and conditions applicable to GP-Related Partner Interests of any kind hereunder and such other terms and conditions as are established by the General Partner. At the option of the General Partner in its sole discretion, the General Partner and the Retaining Withdrawn Partner may agree to have the Partnership acquire such GP-Related Partner Interest without the approval of the other Partners; provided, that the General Partner shall reflect in the books and records of the Partnership the terms of any acquisition pursuant to this sentence.

(g) The General Partner may elect, in lieu of payment in cash of any amount payable to a Withdrawn Partner pursuant to paragraph (e) above, to (i) have the Partnership issue to the Withdrawn Partner a subordinated promissory note and/or to (ii) distribute in kind to the Withdrawn Partner such Withdrawn Partner’s pro rata share (as determined by the General Partner) of any securities or other investments of the Partnership in relation to such Partner’s GP-Related Partner Interest. If any securities or other investments are distributed in kind to a Withdrawn Partner under this paragraph (g), the amount described in clause (x) of paragraph (e)(i) shall be reduced by the value of such distribution as valued on the latest balance sheet of the Partnership in accordance with generally accepted accounting principles or, if not appearing on such balance sheet, as reasonably determined by the General Partner.

(h) [Intentionally omitted.]

(i) Within 120 days after each Settlement Date, the General Partner shall submit to the Withdrawn Partner a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5 together with any cash payment, subordinated promissory note and in kind distributions to be made to such Partner as shall be determined by the General Partner. The General Partner shall submit to the Withdrawn Partner supplemental statements with respect to additional amounts payable to or by the Withdrawn Partner in respect of the settlement of his or her GP-Related Partner Interest in the Partnership (e.g., payments in respect of GP-Related Investments pursuant to paragraph (f) above or adjustments to reserves pursuant to paragraph (j) below) promptly after such amounts are determined by the General Partner. To the fullest extent permitted by law, such statements and the valuations on which they are based shall be accepted by the Withdrawn Partner without examination of the accounting books and records of the Partnership or other inquiry. Any amounts payable by the Partnership to a Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment or provision for payment in full of claims of

 

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all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to the applicable date of payment or distribution; provided, that such Withdrawn Partner shall otherwise rank pari passu in right of payment (x) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year before the Withdrawal Date of the Withdrawn Partner in question and (y) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year after the Withdrawal Date of the Withdrawn Partner in question.

(j) If the aggregate reserves established by the General Partner as of the Settlement Date in making the foregoing calculations should prove, in the determination of the General Partner, to be excessive or inadequate, the General Partner may elect, but shall not be obligated, to pay the Withdrawn Partner or his or her estate such excess, or to charge the Withdrawn Partner or his or her estate such deficiency, as the case may be.

(k) Any amounts owed by the Withdrawn Partner to the Partnership at any time on or after the Settlement Date (e.g., outstanding Partnership loans or advances to such Withdrawn Partner) shall be offset against any amounts payable or distributable by the Partnership to the Withdrawn Partner at any time on or after the Settlement Date or shall be paid by the Withdrawn Partner to the Partnership, in each case as determined by the General Partner. All cash amounts payable by a Withdrawn Partner to the Partnership under this Section 6.5 shall bear interest from the due date to the date of payment at a floating rate equal to the lesser of (x) the Prime Rate or (y) the maximum rate of interest permitted by applicable law. The “due date” of amounts payable by a Withdrawn Partner pursuant to Section 6.5(i) above shall be 120 days after a Withdrawn Partner’s Settlement Date. The “due date” of amounts payable to or by a Withdrawn Partner in respect of GP-Related Investments for which the Withdrawn Partner has retained a percentage interest in accordance with paragraph (f) above shall be 120 days after realization with respect to such GP-Related Investment. The “due date” of any other amounts payable by a Withdrawn Partner shall be 60 days after the date such amounts are determined to be payable.

(l) At the time of the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, the General Partner may, to the fullest extent permitted by applicable law, impose any restrictions it deems appropriate on the assignment, pledge, grant of security interest, encumbrance or other transfer by such Withdrawn Partner of any interest in any GP-Related Investment retained by such Withdrawn Partner, any securities or other investments distributed in kind to such Withdrawn Partner or such Withdrawn Partner’s right to any payment from the Partnership.

(m) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest for Cause pursuant to Section 6.2(d), then his or her GP-Related Partner Interest shall be settled in accordance with paragraphs (a)-(r) of this Section 6.5; provided, that the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) In settling the Withdrawn Partner’s interest in any GP-Related Investment in which he or she has an interest as of his or her Settlement Date, the General Partner may elect to (A) determine the GP-Related Unrealized Net Income (Loss) attributable to each such GP-Related Investment as of the Settlement Date and allocate to

 

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the appropriate GP-Related Capital Account of the Withdrawn Partner his or her allocable share of such GP-Related Unrealized Net Income (Loss) for purposes of calculating the aggregate balance of such Withdrawn Partner’s GP-Related Capital Account pursuant to clause (x) of paragraph (e)(i) above, (B) credit or debit, as applicable, the Withdrawn Partner with the balance of his or her GP-Related Capital Account or portion thereof attributable to each such GP-Related Investment as of his or her Settlement Date without giving effect to the GP-Related Unrealized Net Income (Loss) from such GP-Related Investment as of his or her Settlement Date, which shall be forfeited by the Withdrawn Partner or (C) apply the provisions of paragraph (f) above; provided, that the maximum amount of GP-Related Net Income (Loss) allocable to such Withdrawn Partner with respect to any GP-Related Investment shall equal such Partner’s percentage interest of the GP-Related Unrealized Net Income, if any, attributable to such GP-Related Investment as of the Settlement Date (the balance of such GP-Related Net Income (Loss), if any, shall be allocated as determined by the General Partner). The Withdrawn Partner shall not have any continuing interest in any GP-Related Investment to the extent an election is made pursuant to (A) or (B) above.

(ii) Any amounts payable by the Partnership to the Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to or on or after the applicable date of payment or distribution.

(n) The payments to a Withdrawn Partner pursuant to this Section 6.5 may be conditioned on the compliance by such Withdrawn Partner with any lawful and reasonable (under the circumstances) restrictions against engaging or investing in a business competitive with that of the Partnership or any of its subsidiaries and Affiliates for a period not exceeding two years determined by the General Partner. Upon written notice to the General Partner, any Withdrawn Partner who is subject to noncompetition restrictions established by the General Partner pursuant to this paragraph (n) may elect to forfeit the principal amount payable in the final installment of his or her subordinated promissory note, together with interest to be accrued on such installment after the date of forfeiture, in lieu of being bound by such restrictions.

(o) In addition to the foregoing, the General Partner shall have the right to pay a Withdrawn Partner (other than the General Partner) a discretionary additional payment in an amount and based upon such circumstances and conditions as it determines to be relevant.

(p) The provisions of this Section 6.5 shall apply to any Investor Special Partner relating to a Limited Partner or Special Partner and to any transferee of any GP-Related Partner Interest of such Partner pursuant to Section 6.3 if such Partner Withdraws from the Partnership.

(q) (i) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

 

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(ii) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(r) Each Partner (other than the General Partner) hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 6.5, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.

Section 6.6. Dissolution of the Partnership. The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than sixty (60) days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

Section 6.7. Certain Tax Matters. (a) The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

(b) The General Partner shall cause to be prepared all U.S. federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several States and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he or she shall not, unless he or she provides prior notice of such action to the Partnership, (i) treat, on his or her individual income tax returns, any item of income, gain, loss, deduction or credit relating to his or her interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such Partner for use in preparing his or her income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax

 

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audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Tax Matters Partner (as defined below) shall be authorized to act for, and his or her decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Tax Matters Partner in connection therewith (including, without limitation, attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he or she provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Tax Matters Partner or with respect to any such amended return or claim for refund filed by the Partnership or the Tax Matters Partner or in any such administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner. The Partnership and each Partner hereby designate any Partner selected by the General Partner as the “partnership representative” (as defined under the Code) (the “Tax Matters Partner”). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 6.7 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation.

(c) Each individual Partner shall provide to the Partnership copies of each U.S. federal, state and local income tax return of such Partner (including any amendment thereof) within 30 days after filing such return.

(d) To the extent the General Partner reasonably determines that the Partnership (or any entity in which the Partnership holds an interest) is or may be required by law to withhold or to make tax payments, including interest and penalties on such amounts, on behalf of or with respect to any Partner, including pursuant to Section 6225 of the Code (“Tax Advances”), the General Partner may withhold or escrow such amounts or make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds upon dissolution of the Partnership otherwise payable to such Partner. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions (whether before or upon dissolution of the Partnership) unreduced by the amount of such Tax Advance. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner. The obligations of a Partner set forth in this Section 6.7(d) shall survive the Withdrawal of any Partner from the Partnership or any Transfer of a Partner’s interest.

 

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Section 6.8. Special Basis Adjustments. In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.

ARTICLE VII

CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS;

ALLOCATIONS; DISTRIBUTIONS

Section 7.1. Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Partner Interests and the Capital Commitment BXLS Yield Interest and matters related to the Capital Commitment Partner Interests and the Capital Commitment BXLS Yield Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Partner Interests or the GP-Related BXLS Yield Interest.

(b) Each Partner, severally, agrees to make contributions of capital to the Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the Partnership’s capital contributions to BXLS Yield or Yield Associates in respect of the Capital Commitment BXLS Yield Interest, if any, and the related Capital Commitment BXLS Yield Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Partner shall be obligated to make Capital Commitment-Related Capital Contributions to the Partnership in an amount in excess of such Partner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements, if any, of the Partners may include provisions with respect to the foregoing matters. It is understood that a Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Partnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Partner shall be evidenced by receipt by the Partnership of funds equal to such Partner’s Capital Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the General Partner may submit to the Partners from time to time.

 

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(c) The Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment-Related Capital Contributions due to the Partnership from such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Partner shall pay interest to the Advancing Party on each Firm Advance from the date of such Firm Advance until the repayment thereof by such Partner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Partnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Partner of such rate upon such Partner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Section 7.2. Capital Commitment Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership as of the date of formation of the Partnership, or such later date on which such Partner is admitted to the Partnership, and on each such other date as such Partner first acquires a Capital Commitment Interest in a particular Capital Commitment Investment, a Capital Commitment Capital Account for each Capital Commitment Investment in which such Partner acquires a Capital Commitment Interest on such date. Each Capital Commitment-Related Capital Contribution of a Partner shall be credited to the appropriate Capital Commitment Capital Account of such Partner on the date such Capital Commitment-Related Capital Contribution is paid to the Partnership. Capital Commitment Capital Accounts shall be adjusted to reflect any transfer of a Partner’s interest in the Partnership related to his or her Capital Commitment Partner Interest as provided in this Agreement.

(b) A Partner shall not have any obligation to the Partnership or to any other Partner to restore any negative balance in the Capital Commitment Capital Account of such Partner. Until distribution of any such Partner’s interest in the Partnership with respect to a Capital Commitment Interest as a result of the disposition by the Partnership of the related Capital Commitment Investment and in whole upon the dissolution of the Partnership, neither such Partner’s Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption except with the consent of the General Partner.

Section 7.3. Allocations. (a) Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners (including the General Partner) participating in such Capital Commitment Investment in proportion to their respective Capital Commitment Profit

 

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Sharing Percentages for such Capital Commitment Investment. Capital Commitment Net Income (Loss) on any Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion which such Partner’s aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; provided, that if any Partner makes the election provided for in Section 7.6, Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners participating in such Capital Commitment Investment who do not make such election in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment.

(b) Any special costs relating to distributions pursuant to Section 7.6 or Section 7.7 shall be specially allocated to the electing Partner.

(c) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 7.4. Distributions.

(a) Each Partner’s allocable portion of Capital Commitment Net Income received from his or her Capital Commitment Investments, distributions to such Partner that constitute returns of capital, and other Capital Commitment Net Income of the Partnership (including, without limitation, Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a Fiscal Year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such Fiscal Year (or on such earlier date as related distributions are made in the sole discretion of the General Partner) with any cash amount distributable to such Partner pursuant to clauses (ii) and (vii) below to be distributed within 45 days after the end of each Fiscal Year of the Partnership (or in each case on such earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below):

(i) First, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor);

(ii) Second, to distribution to the Partner of an amount equal to the U.S. federal, state and local income taxes on income of the Partnership allocated to such Partner for such year in respect of such Partner’s Capital Commitment Partner Interest (the aggregate amount of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum rate of U.S. federal, New York State and New York City taxes (including, without limitation, taxes imposed under Section 1411 of the Code), taking into

 

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account the character of such taxable income allocated by the Partnership and the limitations on deductibility of expenses and other items for U.S. federal income tax purposes); provided, that additional amounts shall be paid to the Partner pursuant to this clause (ii) to the extent that such amount reduces the amount otherwise distributable to the Partner pursuant to a comparable provision in any other BE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other entity; provided further, that amounts paid pursuant to the provisions in such other BE Agreements comparable to the immediately preceding proviso shall reduce those amounts otherwise distributable to the Partner pursuant to provisions in such other BE Agreements that are comparable to this clause (ii);

(iii) Third, to the payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to such Fiscal Year or (B) any BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year, to the extent not repaid from Other Sources;

(iv) Fourth, to the return to such Partner of (A) all Capital Commitment-Related Capital Contributions made in respect of the Capital Commitment Interest to which any Capital Commitment Investment disposed of during or prior to such Fiscal Year relates or (B) all capital contributions made to any Blackstone Entity (other than the Partnership) in respect of interests therein relating to BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of Capital Commitment Partner Carried Interest);

(v) Fifth, to the payment of principal (including any previously deferred amounts) then owing under all other Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor;

(vi) Sixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and

(vii) Seventh, to such Partner to the extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof.

 

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To the extent there is a partial disposition of a Capital Commitment Investment or any other BE Investment, as applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Capital Commitment Investment or other BE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Partner who is no longer an employee or officer of Holdings or an Affiliate thereof, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the Partnership or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in respect of such Partner’s Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Partner, until all such Partner’s Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Partner.

Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Partner in respect of such Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his or her Investor Notes for the full period in respect of which the distribution is made.

(b) [Intentionally omitted.]

(c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall be payable on the next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Partner that is no longer an employee or officer of Holdings or its Affiliates. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes.

(d) [Intentionally omitted.]

(e) The Capital Commitment Capital Account of each Partner shall be reduced by the amount of any distribution to such Partner pursuant to Section 7.4(a).

(f) At any time that a sale, exchange, transfer or other disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or BXLS Yield (a “Capital Commitment Disposable Investment”), at the election of the General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a Capital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B

 

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Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests.

(g) (i) If (x) the Partnership is obligated under the Giveback Provisions to contribute a Giveback Amount to BXLS Yield in respect of any Capital Commitment BXLS Yield Interest that may be held by the Partnership or (y) Yield Associates is obligated under the Giveback Provisions to contribute to BXLS Yield a Giveback Amount with respect to any Capital Commitment BXLS Yield Interest that may be held by Yield Associates and the Partnership is obligated to contribute any such amount to Yield Associates in respect of the Partnership’s Capital Commitment Yield Associates Partner Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount in the case of either (x) or (y) being herein called a “Capital Commitment Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligation of the Partnership as determined by the General Partner, in which case, each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership with respect to the Capital Commitment BXLS Yield Interest (the “Capital Commitment Recontribution Amount”) which equals such Partner’s pro rata share of prior distributions in connection with (a) the Capital Commitment BXLS Yield Investment giving rise to the Capital Commitment Giveback Amount, (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Capital Commitment Giveback Amount, Capital Commitment BXLS Yield Investments other than the one giving rise to such obligation, and (c) if the Capital Commitment Giveback Amount pursuant to an applicable BXLS Yield Agreement is unrelated to a specific Capital Commitment BXLS Yield Investment, all Capital Commitment BXLS Yield Investments. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner’s Capital Commitment Recontribution Amount. Prior to such time, the General Partner may, at the General Partner’s discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations).

(ii) (A) In the event any Partner (a “Capital Commitment Defaulting Party”) fails to recontribute all or any portion of such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Capital Commitment Profit Sharing Percentages), such amounts as are necessary to fulfill the Capital Commitment Defaulting Party’s obligation to pay such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount (a “Capital Commitment Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership will be unable to collect such amount in cash from such Capital Commitment Defaulting Party for payment of the Capital Commitment Giveback Amount at least 20 Business Days prior to the latest date that the Partnership is permitted to pay the Capital Commitment Giveback Amount; provided, that no Partner shall as a result of such Capital Commitment Deficiency Contribution be

 

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required to contribute an amount in excess of 150% of the amount of the Capital Commitment Recontribution Amount initially requested from such Partner in respect of such default. Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the Capital Commitment Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the Capital Commitment Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such Capital Commitment Defaulting Party becoming a Capital Commitment Defaulting Party) to set-off as appropriate and apply against such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount any amounts otherwise payable to the Capital Commitment Defaulting Party by the Partnership or any Affiliate thereof. Each Partner hereby grants to the General Partner a security interest, effective upon such Partner becoming a Capital Commitment Defaulting Party, in all accounts receivable and other rights to receive payment from the Partnership or any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or in the name of the Partnership, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Capital Commitment Recontribution Amount of a Capital Commitment Defaulting Party from the date such Capital Commitment Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(B) Any Partner’s failure to make a Capital Commitment Deficiency Contribution shall cause such Partner to be a Capital Commitment Defaulting Party with respect to such amount.

(iii) A Partner’s obligation to make contributions to the Partnership under this Section 7.4(g) shall survive the termination of the Partnership.

Section 7.5. Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the General Partner) in accordance with the principles utilized by Yield Associates (or any other Affiliate of the Partnership that is a general partner of BXLS Yield) in valuing investments of BXLS Yield or, in the case of investments not held by BXLS Yield, in the good faith judgment of the General Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the General Partner in good faith; provided further, that such value may be adjusted by the General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital

 

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Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Partners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a General Partner of the Partnership.

Section 7.6. Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership.

(b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Section 7.7. Capital Commitment Special Distribution Election. (a) From time to time during the term of this Agreement, the General Partner may in its sole discretion, upon receipt of a written request from a Partner, distribute to such Partner any portion of its pro rata share of a Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment) (a “Capital Commitment Special Distribution”). Such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Capital Commitment Special Distribution.

(b) No Capital Commitment Special Distributions shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such Capital Commitment Special Distribution.

ARTICLE VIII

WITHDRAWAL, ADMISSION OF NEW PARTNERS

Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests. (a) Capital Commitment Interests (or a portion thereof) that were financed by Investor Notes will be treated as Non-Contingent for purposes hereof based upon the proportion of (a) the sum of Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect

 

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to each Capital Commitment Interest and principal payments on the related Investor Note to (b) the sum of the Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to such Capital Commitment Interest, the original principal amount of such Investor Note and all deferred amounts of interest which from time to time comprise part of the principal amount of the Investor Note. A Partner may prepay a portion of any outstanding principal on the Investor Notes; provided, that in the event that a Partner prepays all or any portion of the principal amount of the Investor Notes within nine months prior to the date on which such Partner is no longer an employee or officer of Holdings or an Affiliate thereof, the Partnership (or its designee) shall have the right, in its sole discretion, to purchase the Capital Commitment Interest that became Non-Contingent as a result of such prepayment; provided further, that the purchase price for such Capital Commitment Interest shall be determined in accordance with the determination of the purchase price of a Partner’s Contingent Capital Commitment Interests as set forth in paragraph (b) below. Prepayments made by a Partner shall apply pro rata against all of such Partner’s Investor Notes; provided, that such Partner may request that such prepayments be applied only to Investor Notes related to BE Investments that are related to one or more Blackstone Entities specified by such Partner. Except as expressly provided herein, Capital Commitment Interests that were not financed in any respect with Investor Notes shall be treated as Non-Contingent Capital Commitment Interests.

(b) (i) Upon a Partner ceasing to be an officer or employee of the Partnership or any of its Affiliates, other than as a result of such Partner dying or suffering a Total Disability, such Partner and the Partnership or any other person designated by the General Partner shall each have the right (exercisable by the Withdrawn Partner within 30 days and by the Partnership or its designee(s) within 45 days after such Partner’s ceasing to be such an officer or employee) or any time thereafter, upon 30 days’ notice, but not the obligation, to require the Partnership (subject to the prior consent of the General Partner, such consent not to be unreasonably withheld or delayed), subject to the Partnership Act, to buy (in the case of exercise of such right by such Withdrawn Partner) or the Withdrawn Partner to sell (in the case of exercise of such right by the Partnership or its designee(s)) all (but not less than all) such Withdrawn Partner’s Contingent Capital Commitment Interests.

(ii) The purchase price for each such Contingent Capital Commitment Interest shall be an amount equal to (A) the outstanding principal amount of the related Investor Note plus accrued interest thereon to the date of purchase (such portion of the purchase price to be paid in cash) and (B) an additional amount (the “Adjustment Amount”) equal to (x) all interest paid by the Partner on the portion of the principal amount of such Investor Note(s) relating to the portion of the related Capital Commitment Interest remaining Contingent and to be repurchased, plus (y) all Capital Commitment Net Losses allocated to the Withdrawn Partner on such Contingent portion of such Capital Commitment Interest, minus (z) all Capital Commitment Net Income allocated to the Withdrawn Partner on the Contingent portion of such Capital Commitment Interest; provided, that, if the Withdrawn Partner was terminated from employment or his or her position as an officer for Cause, all amounts referred to in clause (x) or (y) of the Adjustment Amount, in the General Partner’s sole discretion, may be deemed to equal zero. The Adjustment Amount shall, if positive, be payable by the holders of the purchased Capital Commitment Interests to the Withdrawn Partner from the next Capital Commitment Net Income received by such holders on the Contingent portion of such

 

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Withdrawn Partner’s Capital Commitment Interests at the time such Capital Commitment Net Income is received. If the Adjustment Amount is negative, it shall be payable to the holders of the purchased Capital Commitment Interest by the Withdrawn Partner (A) from the next Capital Commitment Net Income on the Non-Contingent portion of the Withdrawn Partner’s Capital Commitment Interests at the time such Capital Commitment Net Income is received by the Withdrawn Partner, or (B) if the Partnership or its designee(s) elect to purchase such Withdrawn Partner’s Non-Contingent Capital Commitment Interests, in cash by the Withdrawn Partner at the time of such purchase; provided, that the Partnership and its Affiliates may offset any amounts otherwise owing to a Withdrawn Partner against any Adjustment Amount owed by such Withdrawn Partner. Until so paid, such remaining Adjustment Amount will not itself bear interest. At the time of such purchase of the Withdrawn Partner’s Contingent Capital Commitment Interests, his or her related Investor Note shall be payable in full.

(iii) Upon such Partner ceasing to be such an officer or employee, all Investor Notes shall become fully recourse to the Withdrawn Partner in his or her individual capacity (whether or not the Withdrawn Partner or the Partnership or its designee(s) exercises the right to require repurchase of the Withdrawn Partner’s Contingent Capital Commitment Interests).

(iv) If neither the Withdrawn Partner nor the Partnership nor its designee(s) exercises the right to require repurchase of such Contingent Capital Commitment Interests, then the Withdrawn Partner shall retain the Contingent portion of his or her Capital Commitment Interests and the Investor Notes shall remain outstanding, shall become fully recourse to the Withdrawn Partner in his or her individual capacity, shall be payable in accordance with their remaining original maturity schedules and shall be prepayable at any time by the Withdrawn Partner at his or her option, and the Partnership shall apply such prepayments against outstanding Investor Notes on a pro rata basis.

(v) To the extent that another Partner purchases a portion of a Capital Commitment Interest of a Withdrawn Partner, the purchasing Partner’s Capital Commitment Capital Account and Capital Commitment Profit Sharing Percentage for such Capital Commitment Investment shall be correspondingly increased.

(c) Upon the occurrence of a Final Event with respect to any Partner, such Partner shall thereupon cease to be a Partner with respect to such Partner’s Capital Commitment Partner Interest. If such a Final Event shall occur, no Successor in Interest to any such Partner shall for any purpose hereof become or be deemed to become a Partner. The sole right, as against the Partnership and the remaining Partners, acquired hereunder by, or resulting hereunder to, a Successor in Interest to any Partner shall be to receive any distributions and allocations with respect to such Partner’s Capital Commitment Partner Interest pursuant to Article VII and this Article VIII (subject to the right of the Partnership to purchase the Capital Commitment Interests of such former Partner pursuant to Section 8.1(b) or Section 8.1(d)), to the extent, at the time, in the manner and in the amount otherwise payable to such Partner had such a Final Event not occurred, and no other right shall be acquired hereunder by, or shall result hereunder to, a Successor in Interest to such Partner, whether by operation of law or otherwise and the Partnership shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to

 

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receive distributions and allocations hereunder. Until distribution of any such Partner’s interest in the Partnership upon the dissolution of the Partnership as provided in Section 9.2, neither his or her Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption without the consent of the General Partner. The General Partner shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder with respect to such Partner’s Capital Commitment Partner Interest.

(d) If a Partner dies or suffers a Total Disability, all Contingent Capital Commitment Interests of such Partner shall be purchased by the Partnership or its designee (within 30 days of the first date on which the Partnership knows or has reason to know of such Partner’s death or Total Disability) (and the purchase price for such Contingent Capital Commitment Interests shall be determined in accordance with Section 8.1(b) (except that any Adjustment Amount shall be payable by or to such Partner’s estate, personal representative or other Successor in Interest, in cash)), and any Investor Notes financing such Contingent Capital Commitment Interests shall thereupon be prepaid as provided in Section 8.1(b). Upon such Partner’s death or Total Disability, any Investor Note(s) financing such Contingent Capital Commitment Interests shall become fully recourse. In addition, in the case of the death or Total Disability of a Partner, if the estate, personal representative or other Successor in Interest of such Partner, so requests in writing within 180 days after the Partner’s death or ceasing to be an employee or member (directly or indirectly) of the Partnership or any of its Affiliates by reason of Total Disability (such requests shall not exceed one per calendar year), the Partnership or its designee may but is not obligated to purchase for cash all (but not less than all) Non-Contingent Capital Commitment Interests of such Partner as of the last day of the Partnership’s then current Fiscal Year at a price equal to the Capital Commitment Value thereof as of the most recent valuation prior to the date of purchase. Each Partner shall be required to include appropriate provisions in his or her will to reflect such provisions of this Agreement. In addition, the Partnership may, in the sole discretion of the General Partner, upon notice to the estate, personal representative or other Successor in Interest of such Partner, within 30 days of the first date on which the General Partner knows or has reason to know of such Partner’s death or Total Disability, determine either (i) to distribute Securities or other property to the estate, personal representative or other Successor in Interest, in exchange for such Non-Contingent Capital Commitment Interests as provided in Section 8.1(e) or (ii) to require sale of such Non-Contingent Capital Commitment Interests to the Partnership or its designee as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion) for an amount in cash equal to the Capital Commitment Value thereof.

(e) In lieu of retaining a Withdrawn Partner as a Partner with respect to any Non-Contingent Capital Commitment Interests, the General Partner may, in its sole discretion, by notice to such Withdrawn Partner within 45 days of his or her ceasing to be an employee or officer of the Partnership or any of its Affiliates, or at any time thereafter, upon 30 days written notice, determine (1) to distribute to such Withdrawn Partner the pro rata portion of the Securities or other property underlying such Withdrawn Partner’s Non-Contingent Capital Commitment Interests, subject to any restrictions on distributions associated with the Securities or other property, in satisfaction of his or her Non-Contingent Capital Commitment Interests in the Partnership or (2) to cause, as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion), the Partnership or another person designated by the General Partner (who may be itself another Partner or another Affiliate of the Partnership) to purchase all (but not less than all) of such Withdrawn Partner’s Non-Contingent Capital

 

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Commitment Interests for a price equal to the Capital Commitment Value thereof (determined in good faith by the General Partner as of the most recent valuation prior to the date of purchase). The General Partner shall condition any distribution or purchase of voting Securities pursuant to paragraph (d) above or this paragraph (e) upon the Withdrawn Partner’s execution and delivery to the Partnership of an appropriate irrevocable proxy, in favor of the General Partner or its nominee, relating to such Securities.

(f) The Partnership may subsequently transfer any Unallocated Capital Commitment Interest or portion thereof which is purchased by it as described above to any other person approved by the General Partner. In connection with such purchase or transfer or the purchase of a Capital Commitment Interest or portion thereof by the General Partner’s designee(s), Holdings may loan all or a portion of the purchase price of the transferred or purchased Capital Commitment Interest to the Partnership, the transferee or the designee-purchaser(s), as applicable (excluding any of the foregoing who is an executive officer of Blackstone Inc. or any Affiliate thereof). To the extent that a Withdrawn Partner’s Capital Commitment Interests (or portions thereof) are repurchased by the Partnership and not transferred to or purchased by another person, all or any portion of such repurchased Capital Commitment Interests may, in the sole discretion of the General Partner, (i) be allocated to each Partner already participating in the Capital Commitment Investment to which the repurchased Capital Commitment Interest relates, (ii) be allocated to each Partner in the Partnership, whether or not already participating in such Capital Commitment Investment, and/or (iii) continue to be held by the Partnership itself as an unallocated Capital Commitment Investment (such Capital Commitment Interests being herein called “Unallocated Capital Commitment Interests”). To the extent that a Capital Commitment Interest is allocated to Partners as provided in clause (i) and/or (ii) above, any indebtedness incurred by the Partnership to finance such repurchase shall also be allocated to such Partners. All such Capital Commitment Interests allocated to Partners shall be deemed to be Contingent and shall become Non-Contingent as and to the extent that the principal amount of such related indebtedness is repaid. The Partners receiving such allocations shall be responsible for such related indebtedness only on a nonrecourse basis to the extent appropriate as provided in this Agreement, except as otherwise provided in this Section 8.1 and except as such Partners and the General Partner shall otherwise agree; provided, that such indebtedness shall become fully recourse to the extent and at the time provided in this Section 8.1. If the indebtedness financing such repurchased interests is not to be non-recourse or so limited, the Partnership may require an assumption by the Partners of such indebtedness on the terms thereof as a precondition to allocation of the related Capital Commitment Interests to such Partners; provided, that a Partner shall not, except as set forth in his or her Investor Note(s), be obligated to accept any obligation that is personally recourse (except as provided in this Section 8.1), unless his or her prior consent is obtained. So long as the Partnership itself retains the Unallocated Capital Commitment Interests pursuant to clause (iii) above, such Unallocated Capital Commitment Interests shall belong to the Partnership and any indebtedness financing the Unallocated Capital Commitment Interests shall be an obligation of the Partnership to which all income of the Partnership is subject except as otherwise agreed by the lender of such indebtedness. Any Capital Commitment Net Income (Loss) on an Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion his or her aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; debt service on such related financing will be an expense of the Partnership allocable to all Partners in such proportions.

 

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(g) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest for Cause, then his or her Capital Commitment Interest shall be settled in accordance with paragraphs (a)-(f) and (j) of this Section 8.1; provided, that if such Partner was not at any time a direct partner of a General Partner of the Partnership, the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) purchase for cash all of such Withdrawn Partner’s Non-Contingent Capital Commitment Interests. The purchase price for each such Non-Contingent Capital Commitment Interest shall be the lower of (A) the original cost of such Non-Contingent Capital Commitment Interest or (B) an amount equal to the Capital Commitment Value thereof (determined as of the most recent valuation prior to the date of the purchase of such Non-Contingent Capital Commitment Interest);

(ii) allow the Withdrawn Partner to retain such Non-Contingent Capital Commitment Interests; provided, that the maximum amount of Capital Commitment Net Income allocable to such Withdrawn Partner with respect to any Capital Commitment Investment shall equal the amount of Capital Commitment Net Income that would have been allocated to such Withdrawn Partner if such Capital Commitment Investment had been sold as of the Settlement Date at the then prevailing Capital Commitment Value thereof; or

(iii) in lieu of cash, purchase such Non-Contingent Capital Commitment Interests by providing the Withdrawn Partner with a promissory note in the amount determined in (i) above. Such promissory note shall have a maximum term of ten (10) years with interest at the Federal Funds Rate.

(h) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s Capital Commitment Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(i) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(j) Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which such General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 8.1, including, without limitation, the performance of any

 

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obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.

Section 8.2. Transfer of Partners Capital Commitment Interest. Except as otherwise agreed by the General Partner, no Partner or former Partner shall have the right to sell, assign, mortgage, pledge, grant a security interest over, or otherwise dispose of or transfer (“Transfer”) all or part of any such Partner’s Capital Commitment Partner Interest in the Partnership; provided, that this Section 8.2 shall in no way impair (i) Transfers as permitted in Section 8.1 above, in the case of the purchase of a Withdrawn Partner’s or Deceased or Totally Disabled Partner’s Capital Commitment Interests, (ii) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers by a Partner to another Partner of Non-Contingent Capital Commitment Interests, (iii) Transfers with the prior written consent of the General Partner (which consent may be granted or withheld in its sole discretion without giving any reason therefor) and (iv) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers of up to 25% of a Limited Partner’s Capital Commitment Partner Interest to an Estate Planning Vehicle (it being understood that it shall not be unreasonable for the General Partner to condition any Transfer of an Interest pursuant to this clause (iv) on the satisfaction of certain conditions and/or requirements imposed by the General Partner in connection with any such Transfer, including, for example, a requirement that any transferee of an Interest hold such Interest as a passive, non-voting interest in the Partnership). The General Partner shall designate that each Estate Planning Vehicle shall not have voting rights (any such Partner being called a “Nonvoting Partner”). Such Partner shall be jointly and severally liable for all obligations of both such Partner and such Nonvoting Partner with respect to the interest transferred (including the obligation to make additional Capital Commitment-Related Capital Contributions). The General Partner may at its sole option exercisable at any time require such Estate Planning Vehicle to Withdraw from the Partnership on the terms of Section 8.1 and Article VI. No person acquiring an interest in the Partnership pursuant to this Section 8.2 shall become a Partner of the Partnership, or acquire such Partner’s right to participate in the affairs of the Partnership, unless such person shall be admitted as a Partner pursuant to Section 6.1. A Partner shall not cease to be a Partner of the Partnership upon the collateral assignment of, or the pledging or granting of a security interest in, its entire Interest in the Partnership in accordance with the provisions of this Agreement.

Section 8.3. Compliance with Law. Notwithstanding any provision hereof to the contrary, no sale or Transfer of a Capital Commitment Interest in the Partnership may be made except in compliance with all U.S. federal, state and other applicable laws, including U.S. federal and state securities laws.

 

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ARTICLE IX

DISSOLUTION

Section 9.1. Dissolution. The Partnership shall be dissolved and subsequently terminated:

(a) pursuant to Section 6.6; or

(b) upon the expiration of the term of the Partnership.

Section 9.2. Final Distribution. Upon the dissolution of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act:

(a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and

(b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests. (a) If there are any Securities or other property or other investments or securities related to the Partners’ Capital Commitment Partner Interests which, in the judgment of the liquidator, cannot be sold, or properly distributed in kind in the case of dissolution, without sacrificing a significant portion of the value thereof, the value of a Partner’s interest in each such Security or other investment or security may be excluded from the amount distributed to the Partners participating in the related Capital Commitment Investment pursuant to Section 9.2(b). Any interest of a Partner, including his or her pro rata interest in any gains, losses or distributions, in Securities or other property or other investments or securities so excluded shall not be paid or distributed until such time as the liquidator shall determine.

(b) If there is any pending transaction, contingent liability or claim by or against the Partnership related to the Partners’ Capital Commitment Partner Interests as to which the interest or obligation of any Partner therein cannot, in the judgment of the liquidator, be then ascertained, the value thereof or probable loss therefrom may be deducted from the amount distributable to such Partner pursuant to Section 9.2(b). No amount shall be paid or charged to any such Partner on account of any such transaction or claim until its final settlement or such earlier time as the liquidator shall determine. The Partnership may meanwhile retain from other sums due such Partner in respect of such Partner’s Capital Commitment Partner Interest an amount which the liquidator estimates to be sufficient to cover the share of such Partner in any probable loss or liability on account of such transaction or claim.

 

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(c) Upon determination by the liquidator that circumstances no longer require the exclusion of any Securities or other property or retention of sums as provided in paragraphs (a) and (b) of this Section 9.3, the liquidator shall, at the earliest practicable time, distribute as provided in Section 9.2(b) such sums or such Securities or other property or the proceeds realized from the sale of such Securities or other property to each Partner from whom such sums or Securities or other property were withheld.

ARTICLE X

MISCELLANEOUS

Section 10.1. Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision as well as any and all disputes arising out of, relating to or in connection with the termination, liquidation or winding up of the Partnership), whether arising during the existence of the Partnership or at or after its termination or during or after the liquidation or winding up of the Partnership, shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A., in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

 

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(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 10.1, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 10.1 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 10.1 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 10.1, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 10.1. In that case, this Section 10.1 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10.1 shall be construed to omit such invalid or unenforceable provision.

Section 10.2. Ownership and Use of the Blackstone Name. The Partnership acknowledges that Blackstone TM L.L.C. (“TM”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154 U.S.A., (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its Affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its partnership name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.

 

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Section 10.3. Written Consent. Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

Section 10.4. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, enter, or has previously entered, into separate letter agreements with individual Partners, officers or employees with respect to GP-Related Profit Sharing Percentages, Capital Commitment Profit Sharing Percentages, benefits or any other matter, which letter agreements have the effect of establishing rights under, or altering or supplementing, the terms of this Agreement with respect to any such Partner and such matters. The parties hereto agree that any rights established, or any terms of this Agreement altered or supplemented, in any such separate letter agreement, including any Commitment Agreement or SMD Agreement, shall govern solely with respect to such Partner notwithstanding any other provision of this Agreement. The General Partner may from time to time execute and deliver to the Partners schedules which set forth the then current capital balances, GP-Related Profit Sharing Percentages and Capital Commitment Profit Sharing Percentages of the Partners and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever; provided, that this in no way limits the effectiveness of any Commitment Agreement or SMD Agreement.

Section 10.5. Governing Law; Separability of Provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. In particular, the Partnership has been formed pursuant to the Partnership Act, and the rights and liabilities of the Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby.

Section 10.6. Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BXLS Yield Agreements,

 

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(x) the limited partners in BXLS Yield shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BXLS Yield Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BXLS Yield Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BXLS Yield Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BXLS Yield Partnership Agreement.

Section 10.7. Confidentiality. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Each Partner understands and acknowledges that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, a Partner shall not be required to give prior notice to (or get prior authorization from) Blackstone

 

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regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is any Partner authorized to disclose any information covered by Blackstone or its affiliates’ attorney-client privilege or attorney work product or Blackstone’s trade secrets without the prior written consent of Blackstone.

Section 10.8. Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given by hand delivery (including any courier service) or telecopy to any Partner at its address or telecopy number shown in the Partnership’s books and records or, if given to the General Partner, at the address or telecopy number of the Partnership in New York City. Each such notice shall be effective (i) if given by telecopy, upon dispatch, and (ii) if given by hand delivery, when delivered to the address of such Partner, the General Partner or the Partnership specified as aforesaid.

Section 10.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute a single instrument. For the avoidance of doubt, a Person’s execution and delivery of this Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person and shall bind such Person to the terms of this Agreement. The parties hereto agree that this Agreement and any additional information incidental hereto may be maintained as electronic records. Any Person executing and delivering this Agreement by an Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms of this Agreement, as may be reasonably requested by the General Partner.

Section 10.10. Power of Attorney. Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file all instruments, documents and certificates which, from time to time, may be required to set forth any amendment to this Agreement or may be required by this Agreement or by the laws of the United States of America, the State of Delaware or any other state in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the subsequent Withdrawal from the Partnership of any Partner for any reason and shall survive and shall not be affected by the subsequent death, disability or incapacity of such Partner.

Section 10.11. Partners Will. Each Partner and Withdrawn Partner shall include in his or her will a provision that addresses certain matters in respect of his or her obligations relating to the Partnership that is satisfactory to the General Partner and each such Partner and Withdrawn Partner shall confirm annually to the Partnership, in writing, that such provision remains in his or her current will. Where applicable, any estate planning trust of such Partner or Withdrawn Partner to which a portion of such Partner’s or Withdrawn Partner’s Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust. In the event any Partner or Withdrawn Partner fails to comply

 

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with the provisions of this Section 10.11 after the Partnership has notified such Partner or Withdrawn Partner of his or her failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Partner until the time at which such party complies with the requirements of this Section 10.11.

Section 10.12. Cumulative Remedies. Rights and remedies under this Agreement are cumulative and do not preclude use of other rights and remedies available under applicable law.

Section 10.13. Legal Fees. Except as more specifically provided herein, in the event of a legal dispute (including litigation, arbitration or mediation) between any Partner or Withdrawn Partner and the Partnership, arising in connection with any party seeking to enforce Section 4.1(d) or any other provision of this Agreement relating to the Holdback, the Clawback Amount, the GP-Related Giveback Amount, the Capital Commitment Giveback Amount, the Net GP-Related Recontribution Amount or the Capital Commitment Recontribution Amount, the “losing” party to such dispute shall promptly reimburse the “victorious party” for all reasonable legal fees and expenses incurred in connection with such dispute (such determination to be made by the relevant adjudicator). Any amounts due under this Section 10.13 shall be paid within 30 days of the date upon which such amounts are due to be paid and such amounts remaining unpaid after such date shall accrue interest at the Default Interest Rate.

Section 10.14. Entire Agreement; Modifications. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Except as provided herein, this Agreement may be amended or modified at any time by the General Partner in its sole discretion, upon notification thereof to the Limited Partners.

Section 10.15. Headings. The headings contained in this Agreement are for convenience and reference purposes only and shall not be deemed to alter or affect in any way the meaning or interpretation of any provisions of this Agreement.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

 

GENERAL PARTNER:
BXLS Yield L.L.C.
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP LLC, its general partner
By:  

/s/ Victoria Portnoy

Name: Victoria Portnoy
Title: Managing Director – Assistant Secretary

 

[Signature Page to Amended and Restated Limited Partnership Agreement of BXLS Yield GP L.P.]


LIMITED PARTNERS AND SPECIAL PARTNERS:
Limited Partners and Special Partners now admitted pursuant to powers of attorney now and hereafter granted to BXLS Yield L.L.C.
BXLS Yield L.L.C.
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP LLC, its general partner
By:  

/s/ Victoria Portnoy

Name: Victoria Portnoy
Title: Managing Director – Assistant Secretary

 

[Signature Page to Amended and Restated Limited Partnership Agreement of BXLS Yield GP L.P.]


INITIAL LIMITED PARTNER, solely to reflect his Withdrawal from the Partnership
ROBERT LIPTAK
By:  

/s/ Robert Liptak

 

[Signature Page to Amended and Restated Limited Partnership Agreement of BXLS Yield GP L.P.]

Exhibit 31.1

Chief Executive Officer Certification

I, Stephen A. Schwarzman, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Blackstone Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2026

 

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman
Chief Executive Officer

Exhibit 31.2

Chief Financial Officer Certification

I, Michael S. Chae, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Blackstone Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2026

 

/s/ Michael S. Chae

Michael S. Chae
Chief Financial Officer

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Blackstone Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Schwarzman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2026

 

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman
Chief Executive Officer
 
*

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Blackstone Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael S. Chae, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2026

 

/s/ Michael S. Chae

Michael S. Chae
Chief Financial Officer
 
*

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.