
Blackstone Direct Lending Credit Market Update Webinar
Replay from June 21, 2023
Segment Replay
The Blackstone Direct Lending Credit Market Update Webinar (the “Replay”) was recorded on June 21, 2023. The opinions expressed therein reflect Blackstone Credit’s views as of that date and are subject to change. The Replay may contain dated information and it should not be relied upon as providing accurate or current information. Blackstone expressly disclaims any intention or obligation to update or revise any of the information contained in the Replay, whether as a result of new information, future events or otherwise. All performance information is as of March 31, 2023, unless otherwise indicated. Such performance information and developments in the portfolio may differ materially from the information presented in the Replay. A decision to invest should only be made after consulting this more recent information, and the Fund’s offering documents. Please refer to such more recent information once available on BXAccess or contact Blackstone Credit Institutional Client Solutions to receive the most recent performance information. Neither the recordings nor any of the information contained therein constitutes an offer to sell, or a solicitation of an offer to buy, any security or instrument in or to participate in any trading strategy with any Blackstone fund or other investment vehicle. Investments presented therein are not representative of all investments of a given type or of investments generally.
Neither this video nor any of the information contained herein constitutes an offer to sell, or a solicitation of an offer to buy, any security or instrument in or to participate in any trading strategy with any Blackstone fund or other investment vehicle. Statements contained in this video that are not facts, including statements regarding trends, market conditions and the expertise or experience of Blackstone, are based on current expectations, estimates, opinions, and/or beliefs of Blackstone. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. This video may contain forward-looking statements; such statements are subject to various risks and uncertainties. Due to various risks and uncertainties, actual events or results or the actual performance of any investments made in this industry may differ materially from those reflected or contemplated in any forward-looking statements made in the video. For information about Blackstone’s business, including risks and financial information, please refer to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. For additional information, see Blackstone’s public filings at http://ir.blackstone.com.
The opinions expressed herein reflect the current opinions of Blackstone as of the date of the recording and should not be construed as research or investment advice. There can be no assurance that views and opinions expressed in this recording will come to pass and it is subject to change. There can be no assurances that any of the trends described herein will continue or will not reverse. This video is owned by Blackstone and may not be downloaded, recorded or reused in any way without Blackstone’s express consent. Past events and trends do not imply, predict or guarantee, and are not necessarily indicative of, future events or results.
NOTICE TO INVESTORS: A subscription for interest in Blackstone Senior Direct Lending Fund (LUX) SICAV-RAIF SCSp, Blackstone Senior Direct Lending Feeder Fund (LUX) SICAV-RAIF SCSp or any compartments thereof (“together, the Lux funds”) is not currently possible.
Key Risk Factors:
Capitalized terms used herein but not otherwise defined have the meanings set forth in the “Important Disclosure Information” section.
In considering any investment performance information contained in the Materials, prospective and current investors should bear in mind that past or estimated performance is not indicative of future results and there can be no assurance that a Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met.
Conflicts of Interest. There may be occasions when a Fund’s general partner and/or the investment advisor, and their affiliates will encounter potential conflicts of interest in connection with such Fund’s activities including, without limitation, the allocation of investment opportunities, relationships with Blackstone’s and its affiliates’ investment banking and advisory clients, and the diverse interests of such Fund’s limited partner group. There can be no assurance that the Sponsor will identify, mitigate, or resolve all conflicts of interest in a manner that is favorable to the Fund.
Currency Risk. Currency fluctuations may have an adverse effect on the value price or income of the product which may increase or decrease as a result of changes in exchange rates.
Diversification; Potential Lack Thereof. Diversification is not a guarantee of either a return or protection against loss in declining markets. The number of investments which a Fund makes may be limited, which would cause the Fund’s investments to be more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. There is no assurance that any of the Fund’s investments will perform well or even return capital; if certain investments perform unfavorably, for the Fund to achieve above-average returns, one or a few of its investments must perform very well. There is no assurance that this will be the case. In addition, certain geographic regions and/or industries in which the Fund is heavily invested may be more adversely affected from economic pressures when compared to other geographic regions and/or industries.
Highly Competitive Market for Investment Opportunities. The activity of identifying, completing and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. There can be no assurance that a Fund will be able to locate, consummate and exit investments that satisfy its objectives or realize upon their values or that a Fund will be able to fully invest its committed capital. There is no guarantee that investment opportunities will be allocated to a Fund and/or that the activities of Blackstone’s other funds will not adversely affect the interests of such Fund.
Illiquidity and Variable Valuation. There is no organized secondary market for investors’ interests in any Fund nor is there an organized market for which to sell a Fund’s underlying investments, and none is expected to develop. Withdrawal and transfer of interests in a Fund are subject to various restrictions, and similar restrictions will apply in respect of the Fund’s underlying investments. Further, the valuation of a Fund’s investments will be difficult, may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.
Leverage; Borrowings Under a Subscription Facility. The Fund may use leverage, and the Fund may utilize borrowings from Blackstone Inc. or under its subscription-based credit facility in advance of or in lieu of receiving investors’ capital contributions. The use of leverage or borrowings magnifies investment, market and certain other risks and may be significant. The Fund’s performance will be affected by the availability and terms of any leverage as such leverage will enhance returns from investments to the extent such returns exceed the costs of borrowings by such Fund. The leveraged capital structure of such assets will increase their exposure to certain factors such as rising interest rates, downturns in the economy, or deterioration in the financial condition of such assets or industry. In the event an investment cannot generate adequate cash flow to meet its debt service, the Fund may suffer a partial or total loss of capital invested in the investment, which may adversely affect the returns of such Fund. In the case of borrowings used in advance of or in lieu of receiving investors’ capital contributions, such use will result in higher or lower reported returns than if investors’ capital had been contributed at the inception of an investment because calculations of returns to investors are based on the payment date of investors’ capital contributions. In addition, because the Fund will pay all expenses, including interest, associated with the use of leverage or borrowings, investors will indirectly bear such costs.
No Assurance of Investment Return. Prospective investors should be aware that an investment in a Fund is speculative and involves a high degree of risk. There can be no assurance that a Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met (or that the returns will be commensurate with the risks of investing in the type of transactions described herein). The portfolio companies in which a Fund may invest (directly or indirectly) are speculative investments and will be subject to significant business and financial risks. A Fund’s performance may be volatile. An investment should only be considered by sophisticated investors who can afford to lose all or a substantial amount of their investment. A Fund’s fees and expenses may offset or exceed its profits.
No Operating History. Prospective investors should note that the Fund has not yet commenced operations and therefore has no operating history upon which prospective investors may evaluate its performance. Past activities of investment vehicles managed or sponsored by Blackstone provide no assurance of future success. Moreover, the prior investment results of the existing Blackstone Credit funds are provided for illustrative purposes only and not to imply that such results will be obtained in the future.
Recent Market Events Risk. Local, regional, or global events such as war (e.g., Russia/Ukraine), acts of terrorism, public health issues like pandemics or epidemics (e.g., COVID-19), recessions, or other economic, political and global macro factors and events could lead to a substantial economic downturn or recession in the U.S. and global economies and have a significant impact on the Fund and its investments. The recovery from such downturns is uncertain and may last for an extended period of time or result in significant volatility, and many of the risks discussed herein associated with an investment in the Fund may be increased.
Reliance on Key Management Personnel. The success of a Fund will depend, in large part, upon the skill and expertise of certain Blackstone professionals. In the event of the death, disability or departure of any key Blackstone professionals, the business and the performance of a Fund may be adversely affected. Some Blackstone professionals may have other responsibilities, including senior management responsibilities, throughout Blackstone and, therefore, conflicts are expected to arise in the allocation of such personnel’s time (including as a result of such personnel deriving financial benefit from these other activities, including fees and performance-based compensation).
Target Allocations. There can be no assurance that a Fund will achieve its objectives or avoid substantial losses. Allocation strategies and targets depend on a variety of factors, including prevailing market conditions and investment availability. There is no guarantee that such strategies and targets will be achieved and any particular investment may not meet the target criteria.
Footnotes
(1) BEA (https://fred.stlouisfed.org/graph/?g=16OnX)
(2) Macrobond, S&P Global (See page 37: https://pws.blackstone.com/wp-content/uploads/sites/5/2022/10/2022Q4_Fundamentals_Are_Yet_to_Get_Their_Day_In_The_Sun.pdf)
(3) FactSet (See page 28: https://advantage.factset.com/hubfs/Website/Resources%20Section/Research%20Desk/Earnings%20Insight/EarningsInsight_063023.pdf)
(4) Link Logistics (“over $1 trillion of U.S. GDP flowing through Link buildings” https://www.linklogistics.com/news/link-logistics-provides-first-quarter-2022-update/)
(5) BLS (Represents average of the headline US Consumer Price Index from 2010 to 2020 https://fred.stlouisfed.org/series/CPIAUCSL)
Important Disclosure Information:
This document (together with any attachments, appendices, and related materials, the “Materials”) is provided on a confidential basis for informational due diligence purposes only and is not, and may not be relied on in any manner as legal, tax, investment, accounting or other advice or as an offer to sell, or a solicitation of an offer to buy, any security or instrument in or to participate in any trading strategy with Blackstone Alternative Credit Advisors LP or its affiliates in the credit-focused business of Blackstone Inc. (together with its affiliates, “Blackstone”), (collectively, “Blackstone Credit”) or any fund or separately managed account currently or to be sponsored, managed, advised or sub-advised or pursued by Blackstone Credit (each, a “Fund”), nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. If such offer is made, it will only be made by means of an offering memorandum (collectively with additional offering documents, the “Offering Documents”), which would contain material information (including certain risks of investing in such Fund) not contained in the Materials and which would supersede and qualify in its entirety the information set forth in the Materials. Any decision to invest in a Fund should be made after reviewing the Offering Documents of such Fund, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisers to make an independent determination of the suitability and consequences of an investment in such Fund. In the event that the descriptions or terms described herein are inconsistent with or contrary to the descriptions in or terms of the Offering Documents, the Offering Documents shall control. None of Blackstone, its funds, nor any of their affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein should be relied upon as a promise or representation as to past or future performance of a Fund or any other entity, transaction, or investment. All information is as of June 2023 (the “Reporting Date”), unless otherwise indicated and may change materially in the future. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Offering Documents.
The Materials contain highly confidential information regarding Blackstone and a Fund’s investments, strategy and organization. Your acceptance of the Materials constitutes your agreement that the Materials are designated as “trade secret” and “highly confidential” by Blackstone and are neither publicly available nor do they constitute a public record and that you shall (i) keep confidential all the information contained in the Materials, as well as any information derived by you from the information contained in the Materials (collectively, “Confidential Information”) and not disclose any such Confidential Information to any other person (including in response to any Freedom of Information Act, public records statute, or similar request), (ii) not use any of the Confidential Information for any purpose other than to evaluate or monitor investments in a Fund, (iii) not use the Confidential Information for purposes of trading securities, including, without limitation, securities of Blackstone or its portfolio companies, (iv) except to download the Materials from BXAccess, not copy the Materials without the prior consent of Blackstone, and (v) promptly return any or all of the Materials and copies hereof to Blackstone upon Blackstone’s request, in each case subject to the confidentiality provisions more fully set forth in a Fund’s Offering Documents and any other written agreement(s) between the recipient and Blackstone, a current or potential portfolio company, or a third-party service provider engaged by Blackstone in connection with evaluation of a potential investment opportunity.
In considering any investment performance information contained in the Materials, prospective and current investors should bear in mind that past or estimated performance is not indicative of future results and there can be no assurance that a Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met.
Adviser Discretion. These Materials contain information relating to transactions consummated by certain funds sub-advised by Blackstone Credit over which Blackstone Credit does not have investment discretion. The applicable non-Blackstone Credit entities that act as advisers to such funds retain investment discretion over their investment programs. Thus, while Blackstone Credit proposes investment opportunities to such advisers for investment, such advisers have investment discretion to approve or reject such proposed investment opportunities.
Blackstone Proprietary Data. Certain information and data provided herein is based on Blackstone proprietary knowledge and data. Portfolio companies may provide proprietary market data to Blackstone, including about local market supply and demand conditions, current market rents and operating expenses, capital expenditures, and valuations for multiple assets. Such proprietary market data is used by Blackstone to evaluate market trends as well as to underwrite potential and existing investments. While Blackstone currently believes that such information is reliable for purposes used herein, it is subject to change, and reflects Blackstone’s opinion as to whether the amount, nature and quality of the data is sufficient for the applicable conclusion, and no representations are made as to the accuracy or completeness thereof.
ESG. ESG initiatives described in these Materials related to Blackstone’s portfolio, portfolio companies, and investments (collectively, “portfolio companies”) are aspirational and not guarantees or promises that all or any such initiatives will be achieved. Statements about ESG initiatives or practices related to portfolio companies do not apply in every instance and depend on factors including, but not limited to, the relevance or implementation status of an ESG initiative to or within the portfolio company the nature and/or extent of investment in, ownership of, control or influence exercised by Blackstone with respect to the portfolio company and other factors as determined by investment teams, corporate groups, asset management teams, portfolio operations teams, companies, investments, and/or businesses on a case by case basis. In particular, the ESG initiatives or practices described in these Materials are less applicable to or not implemented at all with respect to Blackstone’s public markets investing businesses, specifically, Credit, Hedge Fund Solutions (BAAM) and Harvest. In addition, Blackstone will not pursue ESG initiatives for every portfolio company. Where Blackstone pursues ESG initiatives for portfolio companies, there is no guarantee that Blackstone will successfully enhance long term shareholder value and achieve financial returns. There can be no assurance that any of the ESG initiatives described in these Materials will exist in the future, will be completed as expected or at all, or will apply to or be implemented uniformly across Blackstone business units or across all portfolio companies within a particular Blackstone business unit. Blackstone may select or reject portfolio companies or investments on the basis of ESG related investment risks, and this may cause Blackstone’s funds and/or portfolio companies to underperform relative to other sponsors’ funds and/or portfolio companies which do not consider ESG factors at all or which evaluate ESG factors in a different manner. Any selected investment examples, case studies and/or transaction summaries presented or referred to in these Materials are provided for illustrative purposes only and should not be viewed as representative of the present or future success of ESG initiatives implemented by Blackstone or its portfolio companies or of a given type of ESG initiatives generally. There can be no assurances that Blackstone’s investment objectives for any fund will be achieved or that its investment programs will be successful. Past performance is not a guarantee of future results. While Blackstone believes ESG factors can enhance long term value, Blackstone does not pursue an ESG based investment strategy or limit its investments to those that meet specific ESG criteria or standards, except with respect to products or strategies that are explicitly designated as doing so in their Offering Documents or other applicable governing documents. Any such considerations do not qualify Blackstone’s objectives to maximize risk adjusted returns. Some, or all, of the ESG initiatives described in these materials may not apply to the Fund’s investments and none are binding aspects of the management of the assets of the Fund. The Fund does not promote environmental or social characteristics, nor does it have sustainable investments as its objective. A decision to invest should take into account the objectives and characteristics of the Fund as set out in more detail in the Offering Documents, which can be accessed at www.bxaccess.com. Further information can be found at www.blackstone.com/european-overview.
Estimates /Targets. Any estimates, targets, forecasts, or similar predictions or returns set forth herein are based on assumptions and assessments made by Blackstone that it considers reasonable under the circumstances as of the date hereof. They are necessarily speculative, hypothetical, and inherently uncertain in nature, and it can be expected that some or all of the assumptions underlying such estimates, targets, forecasts , or similar predictions or returns contained herein will not materialize and/or that actual events and consequences thereof will vary materially from the assumptions upon which such estimates, targets, forecasts, , or similar predictions or returns have been based. Among the assumptions to be made by Blackstone in performing its analysis are (i) the amount and frequency of current income from an investment, (ii) the holding period length, (iii) EBITDA growth and cost savings over time, (iv) the manner and timing of sale, (v) exit multiples reflecting long-term averages for the relevant asset type, (vi) customer growth and other business initiatives, (vii) availability of financing, (viii) potential investment opportunities Blackstone is currently or has recently reviewed and (ix) overall macroeconomic conditions such as GDP growth, unemployment and interest rate levels. Inclusion of estimates, targets, forecasts, , or similar predictions or returns herein should not be regarded as a representation or guarantee regarding the reliability, accuracy or completeness of such information, and neither Blackstone nor a Fund is under any obligation to revise such returns after the date provided to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such returns are later shown to be incorrect. None of Blackstone, a Fund, their affiliates or any of the respective directors, officers, employees, partners, shareholders, advisers and agents of any of the foregoing makes any assurance, representation or warranty as to the accuracy of such assumptions. Investors and clients are cautioned not to place undue reliance on these forward-looking statements. Recipients of the Materials are encouraged to contact Fund representatives to discuss the procedures and methodologies used to make the estimates, targets, forecasts, and/or similar predictions or returns and other information contained herein.
Index Comparison. The volatility and risk profile of the indices presented is likely to be materially different from that of a Fund. In addition, the index employs different investment guidelines and criteria than a Fund and do not employ leverage; as a result, the holdings in a Fund and the liquidity of such holdings may differ significantly from the securities that comprise the index. The index is not subject to fees or expenses and it may not be possible to invest in the index. The performance of the index may not necessarily have been selected to represent an appropriate benchmark to compare to a Fund’s performance, but rather is disclosed to allow for comparison of a Fund’s performance to that of a well-known and widely recognized index. A summary of the investment guidelines for the indices presented are available upon request. In the case of equity indices, performance of the indices reflects the reinvestment of dividends.
ERISA Fiduciary Disclosure. The foregoing information has not been provided in a fiduciary capacity under ERISA, and it is not intended to be, and should not be considered as, impartial investment advice.
Logos. The logos presented herein were not selected based on performance of the applicable company or sponsor to which they pertain. Logos were selected to illustrate managers and / or portfolio companies that are indicative representations of the thesis, theme or trend discussed on the slide(s) where they appear. In Blackstone’s opinion, the logos selected were generally the most applicable examples of the given thesis, theme or trend discussed on the relevant slide(s). All rights to the trademarks and / or logos presented herein belong to their respective owners and Blackstone’s use hereof does not imply an affiliation with, or endorsement by, the owners of these logos.
Trends. There can be no assurances that any of the trends described herein will continue or will not reverse. Past events and trends do not imply, predict or guarantee, and are not necessarily indicative of, future events or results.
Opinions. Opinions expressed reflect the current opinions of Blackstone as of the date appearing in the Materials only and are based on Blackstone’s opinions of the current market environment, which is subject to change. Certain information contained in the Materials discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice.
Fund performance shown for the performance period reflects a Fund’s return since inception and is based on the actual management fees and expenses paid by Fund investors as a whole. Performance for individual investors will vary (in some cases materially) from the performance stated herein as a result of the management fees paid or not paid by certain investors; the investor servicing fees paid by certain investors, as applicable; the timing of their investment; and/or their individual participation in Fund investments. The management fees paid by certain investors during the performance period are materially different from those paid by other investors during the performance period due to, among other factors, fee holidays for limited partners subscribing to a first close, arrangements whereby an investor’s fees are calculated based on invested rather than committed capital, or fee breaks for investors committing at or above a specified capital amount. In addition, certain investors may pay investor servicing fees to the manager during the performance period. Finally, Fund performance shown may not reflect returns experienced by any particular investor in a Fund since actual returns to investors depend on when each investor invested in such Fund, which may be at a point in time subsequent to a Fund’s equalization period, if applicable.
Realized and Unrealized Returns. Realized or partially realized returns represent both (i) proceeds from investments that are realized and have been disposed of and (ii) realized proceeds from unrealized investments, such as current income, financing proceeds, or partial sale proceeds. The unrealized value is based on a fair market value ascribed by Blackstone, which, in some cases, is verified as being reasonable by a third-party to approximate the cash flow that would have been generated had the asset been disposed of as of the Reporting Date. Actual realized value of the applicable fund’s currently unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, legal and contractual restrictions, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the current unrealized values are based. Accordingly, the actual realized values of unrealized and partially realized investments may differ materially from the values presented herein. While we currently believe that the assumptions used to arrive at unrealized value are reasonable under the circumstances, there is no guarantee that the conditions on which such assumptions are based will materialize or otherwise be applicable to the investments. Please let us know if you would like to see returns based on assumptions other than those which we have used.
Performance Calculations. Unless otherwise stated, all Internal Rate of Return (“IRR”) calculations, as applicable, include realized and unrealized values and are presented on a “gross” basis (i.e., before management fees, organizational expenses, partnership-level expenses, the general partner’s allocation of profit, taxes and other expenses borne by investors in such Fund, which in the aggregate are expected to be substantial. Gross Internal Rate of Return (“Gross IRR”) is the annual implied discount rate that makes the net present value of all cash flows (the original investment, the interest, fees and expenses, the return of principal, or any other associated cash flows) from a particular investment equal to zero. The Gross IRR calculations for individual investments are annualized and made on the basis of the actual timing of investment inflows and outflows received or made by a Fund. A series of cash flows is created starting with the initial cash capital contribution for the investment, followed by cash receipts representing interest payments, origination and transaction fees, and amortization of principal and dividends. The terminal cash flow represents either the actual proceeds from the realization of the investment or, if the investment is unrealized, a fair market value ascribed to it by Blackstone and verified by a third party, which is meant to approximate the cash flow that would have been generated had the investment been realized as of the end of the indicated period (as well as including accrued interest). The Gross IRR is based on a 365-day year and time-weights each cash flow based on the actual day invested or received, and in the case of unrealized investments, as if the investment were realized at the end of the indicated period. An IRR is a function of the length of time from the initial investment to ultimate realization or, in the case of an unrealized investment, a hypothetical realization. For a given dollar amount realized, the IRR will decrease as the investment holding period increases. Actual realized value of a Fund’s unrealized investments may differ materially from the values used to calculate the IRRs/MOICs reflected herein (see the discussions of “Realized and Unrealized Returns” and “Realized Losses” for additional information). Performance calculations may be shown as “-” or “NM” (if any) for unrealized investments held less than one year as small valuation changes over a short time period will tend to result in large IRRs due to the nature of how IRRs are calculated and likely do not reflect the ultimate realized returns that will be achieved by any such unrealized investments. The gross IRR calculations for individual investments are made on the basis of the actual timing of investment inflows and outflows received or made by the Fund and the return is annualized, except in the case where an individual investment is realized within one year from initial investment, in which case the return shown herein is decompounded for the holding period of such investment unless otherwise indicated. Further information regarding performance calculations is available upon request.
Third Party Information. Certain information contained in the Materials has been obtained from sources outside Blackstone, which in certain cases have not been updated through the date hereof. While such information is believed to be reliable for purposes used herein, no representations are made as to the accuracy or completeness thereof and none of Blackstone, its funds, nor any of their affiliates takes any responsibility for, and has not independently verified, any such information. In particular, you should note that, since many investments of the Funds may be unquoted, net asset value figures in relation to Funds may be based wholly or partly on estimates of the values of such funds’ investments provided by the originating banks of those underlying investments or other market counterparties, which estimates may themselves have been subject to no verification or auditing process or may relate to a valuation at a date before the relevant net asset valuation for such fund, or which have otherwise been estimated by Blackstone.
Track Record. Represents default rate and loss of principal resulting from default for all transactions in the North America Direct Lending Track Record from December 2006 to September 2022. These numbers include the FS BDCs as described and defined below through March 31, 2018. Blackstone Credit default rate is calculated based on defaults in each calendar year period (“YTD”). Loss of principal resulting from default calculation includes investments in BDCs that were sub-advised by Blackstone Credit (the “FS BDCs”) on a non-discretionary basis until April 9, 2018. Investments sourced by Blackstone Credit for the FS BDCs did, in certain cases, experience defaults and losses after Blackstone Credit was no longer sub-adviser and such defaults and losses are not included in the rates provided. Past performance is not indicative of future results, and there can be no assurance that Blackstone Credit will achieve comparable results or that any entity or account managed or advised by Blackstone Credit will be able to implement its investment strategy or achieve its investment objectives.
Blackstone Credit default rate is based on defaults in each calendar year period (YTD), while Credit Suisse default rate is based on defaults in the LTM period because Credit Suisse only provides LTM data, available as of every month end, rather than providing YTD data. Therefore, for periods that do not represent a full calendar year, the cumulative averages and the most recent period’s data will not reflect exactly the same time periods for Blackstone Credit and Credit Suisse data. Credit Suisse’s default and recovery rates are intended to be representative of the broad loan market while Blackstone Credit’s track record reflects the subset of loans that Blackstone Credit has owned and trades it has made, as an individual manager. As such, there will be inherent differences in methodology for calculating the default and recovery rates for Credit Suisse’s data vs. Blackstone Credit’s data. As a result, investors should make their own determination as to the comparability or usefulness of the above data. The preceding is provided for informational purposes only and does not constitute an offer to sell or a solicitation of interest in any particular fund or strategy managed or advised by Blackstone Inc. or its affiliates (a “Blackstone Fund”). Any such offer or solicitation would be made only pursuant to the prospectus and/or confidential private placement memorandum for a Blackstone Fund, as applicable (“PPM” or “Prospectus”), which would qualify in its entirety the information set forth herein and would contain a description of the risks of investing. The volatility and risk profile of the indices presented is likely to be materially different from that of a Fund. In addition, the indices employ different investment guidelines and criteria than a Fund and do not employ leverage; as a result, the holdings in a Fund and the liquidity of such holdings may differ significantly from the securities that comprise the indices. Principal Loss Rate calculated by multiplying default rate by (1 minus recovery rate).
Australia
The provision of this document to any person does not constitute an offer of securities or financial products of any kind to that person or an invitation to that person to apply for securities or financial products of any kind. Any such offer or invitation will only be extended to a person in Australia under the terms of a separate document (such as a private placement memorandum), containing the full terms and conditions of any such offer or invitation. This document is not a disclosure document for the purposes of the Australian Corporations Act 2001 (Cth) (Act) and has not been lodged with the Australian Securities and Investments Commission.
This document is provided only for use by persons who are wholesale clients for the purposes of the Act (Wholesale Client). Any securities or financial products described in, or services that may be referred to or provided in connection with, this document are not made available to any person who is a retail client for the purposes of the Act. By accepting this document, you expressly acknowledge and represent that you are a Wholesale Client. This document is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in Australia.
Any person to whom the securities or financial products described in this document are issued must not, within 12 months after the issue, offer, transfer or assign that security or financial product to investors in Australia except in circumstances where disclosure to investors is not required under the Act.
The information in this document has been prepared without taking into account any recipient’s investment objectives, financial situation, taxation position or particular needs or requirements and should not be relied on for the purposes of making any investment decision. Before acting on the information the investor should consider its appropriateness having regard to their objectives, financial situation and needs.
This document has not been prepared only for Australian investors. It:
- may contain references to dollar amounts which are not Australian dollars;
- may contain financial information which is not prepared in accordance with Australian law or practices;
- may not address risks associated with investment in foreign currency denominated investments; and
- may not address Australian tax issues.
To the extent that this document contains financial product advice, that advice is provided by, or on behalf of, The Blackstone Group (Australia) Pty Limited ACN 149 142 058 / Blackstone Real Estate Australia Pty Limited ACN 604 167 651. The Blackstone Group (Australia) Pty Limited / Blackstone Real Estate Australia Pty Limited holds an Australian financial services licence authorising it to provide financial services in Australia (AFSL 408376) / (AFSL 485716).
BXC202307042S
For Professional investor use only in Austria, Belgium, Cyprus, Croatia, Denmark, Finland, France, Germany, Hungary, Ireland, Italy, Latvia, Liechtenstein, Luxembourg, Netherlands, Poland, Portugal, Slovakia, Slovenia, Sweden, Spain, Switzerland (per se professional only), UK
EEA & UK. This material is preliminary and incomplete, any terms set out herein are subject to change, and for discussion purposes only. A subscription for interests in the fund or investment in accordance with the strategy is currently not possible. Subscriptions will only be made and accepted on the basis of final fund documentation and the accompanying final subscription documents. This communication is intended only for the person to whom it has been sent, is strictly confidential and must not be distributed onward or distributed to retail clients. This communication does not constitute a solicitation to buy any security or instrument, or a solicitation of interest in any Blackstone fund, account or strategy. The content of this communication should not be construed as legal, tax or investment advice.
NOTICE TO INVESTORS IN THE UK
In the UK, this communication issued by The Blackstone Group International Partners LLP (“BGIP”) of 40 Berkeley Square, London, W1J 5AL (registration number OC352581), which is authorised and regulated by the Financial Conduct Authority (the “FCA”) (firm reference number 520839) in the United Kingdom and which maintains appropriate licenses in other relevant jurisdictions.
If communicated in the UK, this communication is only directed at: (a) “Professional Clients” as defined in the Glossary to the FCA Handbook; or (b) those to whom it may otherwise lawfully be communicated. Investment in any related fund will be restricted accordingly.
So far as relevant, the only clients of BGIP are its affiliates. No investor or prospective investor is a client of BGIP and BGIP is not responsible for providing them with the protections afforded to clients. Investors and prospective investors should take their own independent investment, tax and legal advice as they think fit. No person representing BGIP is entitled to lead investors to believe otherwise.
These materials and marketing of any fund to which they relate have not been approved by the UK Financial Conduct Authority.
NOTICE TO INVESTORS IN THE EEA
In the EEA, this communication is made by Blackstone Europe Fund Management S.à r.l. (“BEFM”) of 2-4 Rue Eugène Ruppert, L-2453, Luxembourg (registration number B212124), which is authorized by the Luxembourg Commission de Surveillance du Secteur Financier (reference number A00001974).
If communicated in the European Economic Area (“EEA”), this communication is only made to Professional Clients for the purposes of the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU). Investment in any related fund will be restricted accordingly.
These materials and marketing of any fund to which they relate have not been approved by the relevant EEA competent authorities.
Bahrain
The Central Bank of Bahrain, the Bahrain Stock Exchange and the Ministry of Industry and Commerce of the Kingdom of Bahrain take no responsibility for the accuracy of the statements and information contained in this document or the performance of the Fund, nor shall they have any liability to any person, investor or otherwise for any loss or damage resulting from reliance on any statements or information contained herein. We have not made and will not make any invitation to the public in the Kingdom of Bahrain to subscribe to the interests in the Fund and that this Presentation will not be issued, passed to, or made available to the public generally. The Central Bank of Bahrain (“CBB”) has not reviewed, nor has it approved, this Presentation or the marketing thereof in the Kingdom of Bahrain. The CBB is not responsible for the performance of the Fund.
Important – if you are in any doubt about the contents of this document, you should seek independent professional financial advice. Remember that all investments carry varying levels of risk and that the value of your investment may go down as well as up. Investments in this collective investment undertaking are not considered deposits and are therefore not covered by the Kingdom of Bahrain’s deposit protection scheme.
Brazil
This message and its attachments were sent by Blackstone Credit or Blackstone specifically to its recipient and contain highly confidential information, which shall not be reproduced or transmitted to any third parties without Blackstone’s prior and written consent. The contents of this message and its attachments shall not be understood as an offer or solicitation to buy or sell securities in Brazil and has not been created for use by the Brazilian public.
The Fund makes no representation with respect to the eligibility under Brazilian law of any recipient of these materials to acquire the interests in the funds described herein. Such interests have not been registered in Brazil and the offering thereof has not been submitted to the Brazilian Securities Commission – CVM for approval. Such interests may not be offered or sold to the public in Brazil and, accordingly, documents relating to such offering, as well as the information contained herein and therein, may not be used in connection with any offer to the public in Brazil. Therefore, each of the purchasers has represented, warranted and agreed that it has not offered or sold, and will not offer or sell, the interests in Brazil, except in circumstances which do not constitute a public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation. Persons wishing to offer or acquire the interests within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom.
Canada
Blackstone Securities Partners L.P. (“BSP”) will serve as a placement agent for the Fund in Canada. BSP relies on the International Dealer Exemption in each province of Canada pursuant to section 8.18 of National Instrument 31‐103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
These materials and the information contained herein are not, and under no circumstances are to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Canada or any province or territory thereof. Under no circumstances are these materials and the information contained herein to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the registration requirement in the relevant province or territory of Canada in which such offer or sale is made. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of the investments described herein and any representation to the contrary is an offence. Under no circumstances is the information contained herein to be construed as an offer or solicitation to provide investment advice in any province or territory of Canada.
Upon receipt of these materials, each Canadian recipient will be deemed to have represented that the recipient is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions and, in Ontario, in section 73.3(1) of the Securities Act (Ontario), as applicable, and, where required by law or as a condition to receiving these materials, a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, respectively. In addition, upon receipt of these materials, each Canadian recipient hereby confirms that it has expressly requested that these documents be drawn up in the English language only. De plus, dès réception de ces documents, chaque récipiendaire canadien confirme par la présente qu’il a expressément demandé que ces documents soient rédigés seulement en anglais.
THE PARTNERSHIP IS NOT PRESENTLY, NOR DOES IT INTEND TO BECOME, A “REPORTING ISSUER”, AS SUCH TERM IS DEFINED UNDER APPLICABLE PROVINCIAL OR TERRITORIAL SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY OF CANADA IN WHICH THE INTERESTS WILL BE OFFERED AND THERE CURRENTLY IS NO PUBLIC MARKET FOR ANY OF THE INTERESTS IN CANADA, AND ONE MAY NEVER DEVELOP.
Chile
Blackstone makes no representation with respect to the eligibility under Chilean law of any recipient of these materials to acquire the interests in the funds described herein.
This offer is subject to Norma de Carácter General N° 336 issued by the Comisión para el Mercado Financiero (CMF) and will commence on January 2020. This offer is not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore, it is not subject to the CMF oversight. The issuer is under no obligation to release information in Chile. This cannot be subject of a public offering if not previously registered in the pertinent registry of securities.
Esta oferta se realiza conforme a la Norma de Carácter General N° 336 de la Comisión para el Mercado Financiero (CMF) y comienza en la fecha de January 2020. Esta oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF y en consecuencia, estos valores no están sujetos a su fiscalización. No existe de parte del emisor obligación de entregar en Chile información pública respecto de estos valores. Estos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
China
This document and the related documents do not and are not intended to constitute a sale, an offer to sell or a solicitation of an offer to buy, directly or indirectly, any securities in the People’s Republic of China (for the purpose of this document only, excluding Taiwan, the Special Administrative Region of Hong Kong and the Special Administrative Region of Macao, the “PRC”).
No marketing activities, advertisements or public inducements have been or will be carried out by Blackstone to the general public within the PRC in relation to Blackstone or its affiliates.
This document is intended solely for the use of those qualified investors for the purpose of evaluating a possible participation by them in the Fund(s) and is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective managing directors, employees and consultants receiving this document).
Unless otherwise required by the PRC law or a relevant regulator, this document has not been and will not be filed with or approved by the China Securities Regulatory Commission (CSRC) or any other regulatory authorities or agencies of the PRC pursuant to relevant securities-related or other laws and regulations and may not be offered or sold within the PRC through a public offering or in circumstances which require an examination or approval of or registration with any securities or other regulatory authorities or agencies in the PRC unless otherwise in accordance with the laws and regulations of the PRC.
Colombia
The Fund has not been and will not be registered with the Colombian National Registry of Securities and Issuers or with any Colombian securities exchange or trading system. This document has not been and will not be filed for approval with the Colombian Financial Superintendency or any other regulatory authority in Colombia. This document does not constitute and may not be used for, or in connection with, a public offering as defined under Colombian law and shall be valid in Colombia only to the extent permitted by Colombian law. The Fund may only be exchanged inside the territory of the Republic of Colombia to the extent permitted by Colombian law. This document is for the sole and exclusive use of the addressee as a designated individual / investor, and cannot be considered as being addressed to or intended for the use of, any third party, including, without limitation, any of such party´s shareholders, administrators or employees, or by any other third-party resident (including, but not limited to, third parties for which the addressee can legally or contractually represent). The interests may not be solicited, publicly offered, transferred, sold or delivered, whether directly or indirectly, to any individual or legal entity in Colombia. The information contained in this document is provided for illustrative purposes only and no representation or warranty is made as to the accuracy or completeness of the information contained herein. Please note that under Colombian regulations, any offering addressed to 100 or more named individuals or companies shall be deemed to be an offering to the public requiring the prior approval of the Colombian Financial Superintendence and listing on the National Registry of Securities and Issuers. The addressee acknowledges and agrees to comply with Colombian laws applicable to the investment in the Fund (including, without limitation, foreign exchange and tax regulations) and represents that it is the sole liable party thereof. The addressee also represents that the investment in the Fund is a permitted investment under its organizational documents and applicable investment restrictions and that it is solely liable for conducting an investment suitability analysis as per its applicable investment regime.
Dubai International Finance Centre
This document relates to a fund which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”).
The DFSA has no responsibility for reviewing or verifying any document or other documents in connection with this fund. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it. This document is intended for distribution only to persons of a type as classified by the DFSA’s Rules (i.e. “Professional Client”) and must not, therefore, be delivered to, or relied on by, any other type of person.
The fund to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Fund. If you do not understand the contents of this document you should consult an authorised financial adviser.
Hong Kong
The foregoing document contains information about complex products and is not an offer to sell any Securities other than: (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and any rules made under that Ordinance; or (ii) in other circumstances that do not constitute an invitation to the public for the purposes of the SFO. By the issue and possession of this document, The Blackstone Group (HK) Limited has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as referred to above. The contents of this document have not been reviewed or authorized by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer and should not make any investment decisions based on this document alone. Investors should obtain independent professional advice in relation to any doubts or contents of this document.
Israel
No action has been or will be taken in Israel that would permit a public offering of the Fund, or distribution of this document to the public in Israel. This document has not been approved by the Israel Securities Authority. This document is being distributed only to and is directed only at persons who are Qualified Investors within the meaning of The Securities Law, 5728-1968 (Israel).
Persons who are not Qualified Investors must not act on or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to Qualified Investors and will be engaged in only with Qualified Investors. Qualified Investors in receipt of this document must not distribute, publish, reproduce, or disclose this document (in whole or in part) to any person who is not a Qualified Investor. Neither the general partner, nor the investment advisor, is registered or intends to register as an investment adviser or an investment portfolio manager under the Israeli regulation of investment advice and investment portfolio management law, 5755-1995 (the “investment law”). Furthermore, these interests are not being offered by a licensed marketer of securities pursuant to the investment law.
Brunei
This document relates to a foreign collective investment scheme which is not subject to any form of domestic regulation by the Authority Monetary Brunei Darussalam (the “Authority”). This document is intended for distribution only to specific classes of investors as specified in Section 20 of the Brunei Securities Market Order, 2013 and must not, therefore, be delivered to, or relied on by, a retail client.
The Authority is not responsible for approving, reviewing or verifying the content of this document or other documents in connection with this collective investment scheme. The Authority has not approved this prospectus or any other associated documents nor taken any steps to verify the information set out in this prospectus and has no responsibility for it.
The units to which this document relates may be illiquid or subject to restrictions on their resale. Prospective purchasers of the units offered should conduct their own due diligence on the units. If you do not understand the contents of this document you should consult a licensed financial adviser.
Japan
Registration pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan, as amended (the “FIEA”) has not been and will not be made with respect to the solicitation of an offer to purchase an interest (“Interest”) of the Fund on the ground that the solicitation qualifies as a “solicitation for a small number of investors” (as defined in Article 23-13, Paragraph 4 of the FIEA), and the Interests are “Securities” as defined in Article 2, Paragraph 2, Item 6 of the FIEA and being offered in accordance with Article 2, Paragraph 3, Item 3 of the FIEA where the Interests are to be acquired by 499 or fewer investors.
Prospective investors should be aware that the General Partner has not been and will not be registered under the FIEA as “type 2 financial instrument trader” (dainishu kinyushohin torihiki gyo) nor “investment management business” (toshi unyo gyo), and no transfer of Interests shall be permitted in any manner whatsoever if such transfer requires the General Partner to be registered as “type 2 financial instrument trader” (dainishu kinyushohin torihiki gyo) and/or “investment management business” (toshi unyo gyo) under the FIEA.
In the event that the General Partner chooses to rely on the exemption from registration requirement for “type 2 financial instrument trader” (dainishu kinyushohin torihiki gyo) as provided for in Article 63, Paragraph 1, Item 1 of the FIEA with respect to the offering and sale of the Interests, the investor acknowledges and agrees that: (i) no Interests shall be sold to or held by any resident in Japan (including those who have been solicited in Japan to subscribe for the Interests) unless at least one “qualified institutional investor,” as defined in Article 2, Paragraph 3, Item 1 of the FIEA and Article 10 of the Cabinet Office Ordinance on Definitions under Article 2 of the FIEA (the “QII”), purchases and holds an Interest; (ii) the investors who are not QIIs in
Japan (including those who have been solicited in Japan to subscribe for the Interests) that purchase or hold Interests shall be persons set forth in Article 17-12, Paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act (“eligible non-QIIs”) and the number of eligible non-QIIs shall not exceed 49 during any given six months period (subject to the rules of integration as provided for under the FIEA); (iii) no Interest shall be sold to or held by any person falling under Article 63, Paragraph 1, Item 1, sub-items (i) to (iii) of the FIEA (any such person being referred to as an “unqualified investor”); (iv) the investor does not and will not make the Fund or the General Partner fall within the prohibited categories under Article 234-2 of the Cabinet Office Ordinance on Financial Instruments Business; (v) if the investor is a QII, it agrees not to transfer the Interests if (a) the transferee is not a QII or (b) the transferee is an unqualified investor; and (vi) if the investor is an eligible non-QII, it can transfer the Interests only in a single block transaction to a single transferee who is either a QII or an eligible non-QII and is not an unqualified investor, and all of the investor’s Interests must be transferred to the transferee in such transaction.
Furthermore, in the event that the General Partner chooses to rely on the exemption from registration requirement for “investment management business” (toshi unyo gyo), no Interests shall be sold in Japan or held by Japanese investors, unless either (a): (i) all of the Japanese investors in the Fund who are “direct investors” (as defined in Article 16, Paragraph 1, Item 13 of the Cabinet Office Ordinance on Definitions under Article 2 of the FIEA) are
(x) QIIs or (y) those who have filed the notification form for special business activities for qualified institutional investors in respect of “investment management business” (as defined in Article 63, Paragraph 1, Item 2 of the FIEA) in accordance with Article 63, Paragraph 2 of the FIEA (the “Article 63 Notification”); (ii) all of the Japanese investors in the Fund who are “indirect investors” (as defined in Article 16, Paragraph 1, Item 13 of the Cabinet Office Ordinance on Definitions under Article 2 of the FIEA), if any, are QIIs; (iii) the number of Japanese investors (including “indirect investors”) in the Fund is not more than 9; and (iv) the aggregate amount of investment in the Fund made by the “direct investors” is not more than one-third (1/3) of the aggregate amount of the investment made by all investors in the Fund, or (b): (i) at least one QII holds, at any given time, an Interest; (ii) the investors who are not QIIs in Japan holding the Interests, if any, shall be eligible non-QIIs and the number of eligible non-QIIs does not exceed 49 during any given time; (iii) no Interests are sold to or held by unqualified investors; (iv) the investor does not and will not make the Fund or the General Partner fall within the prohibited categories under Article 234-2 of the Cabinet Office Ordinance on Financial Instruments Business; and (v) the General Partner of the Fund has filed the Article 63 Notification prior to the commencement of the management of the assets of the Fund.
Jordan
THE PARTNERSHIP IS NOT LICENSED BY THE JORDAN INTERESTS COMMISSION (NOR HAS IT OBTAINED AN EXEMPTION THEREFROM) TO MARKET, OFFER OR SELL THE INTERESTS IN THE HASHEMITE KINGDOM OF JORDAN (“JORDAN”). THE PARTNERSHIP HAS NOT AND WILL NOT OFFER OR SELL THE INTERESTS, DIRECTLY OR INDIRECTLY, INSIDE JORDAN AND HAS NOT DISTRIBUTED OR CAUSED TO BE DISTRIBUTED, AND WILL NOT DISTRIBUTE OR CAUSE TO BE DISTRIBUTED, TO A PERSON IN JORDAN, DIRECTLY OR INDIRECTLY, THIS DOCUMENT OR ANY OTHER OFFERING MATERIAL RELATING TO THE INTERESTS AND THAT SUCH OFFERS, SALES AND DISTRIBUTIONS HAVE BEEN AND WILL BE MADE IN JORDAN ONLY (I) THROUGH AN INTERMEDIARY INCORPORATED IN JORDAN THAT IS LICENSED BY THE JORDAN INTERESTS COMMISSION FOR SUCH PURPOSE AND (II) WITH THE PRIOR WRITTEN APPROVAL OF THE JORDAN INTERESTS COMMISSION. THIS DOCUMENT HAS NOT BEEN PRESENTED TO, OR APPROVED BY, THE JORDANIAN SECURITIES COMMISSION OR THE BOARD FOR REGULATING TRANSACTIONS IN FOREIGN EXCHANGES. SENDING THE DOCUMENT, OR ESTABLISHING DIRECT CONTACT ABOUT IT WITH POTENTIAL INVESTORS IN JORDAN CANNOT BE MADE UNLESS AND UNTIL PROPER REGISTRATION, FILING AND LICENSES, OR EXEMPTIONS THEREFROM, REQUIRED UNDER THE JORDANIAN SECURITIES LAW AND THE LAW REGULATING TRADING IN FOREIGN EXCHANGES HAVE BEEN SECURED. THE PARTNERSHIP HAS NOT OFFERED OR SOLD OR CAUSED TO BE OFFERED OR SOLD, AND WILL NOT OFFER OR SELL OR CAUSE TO BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, ANY INTERESTS TO MORE THAN 30 PERSONS INSIDE JORDAN, AND HAS NOT DISTRIBUTED OR CAUSED TO BE DISTRIBUTED, AND WILL NOT DISTRIBUTE OR CAUSE TO BE DISTRIBUTED, TO MORE THAN 30 PERSONS INSIDE JORDAN, DIRECTLY OR INDIRECTLY, ANY INFORMATION DOCUMENT OR ANY OTHER OFFERING MATERIAL RELATING TO THE INTERESTS.
Kingdom of Saudi Arabia
This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Investment Fund Regulations dated 3/12/1427H corresponding to 24/12/2006G (the “IFRs”) issued by Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering of the interests in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The interests may only be offered and sold in the Kingdom of Saudi Arabia through persons authorised to do so and, in accordance with Part 2 (Authorisation) Article 4(b)(4) of the IFRs, the interests in the Fund will be offered to no more than 200 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals one million or an equivalent amount in another currency. Investors are informed that Article 4(g) of the IFRs places restrictions on secondary market activity with respect to the Interests. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above‐stated restrictions shall not be recognized. Prospective purchasers of the interests in the Fund should conduct their own due diligence on the accuracy of the information relating to the interests in the Fund. If you do not understand the contents of this document you should consult an authorised financial adviser.
Korea
This document is being provided to you as requested through a distributor, and should not be construed in any way as Blackstone (or any of its affiliates) soliciting an investment, offering to sell the interests in the Funds or making a public offering of securities in Korea. Neither Blackstone nor the investment manager is making any representation with respect to the eligibility of any recipients of this document to acquire the interests in the Funds under the laws of Korea, including, but without limitation, The Financial Investment Services and Capital Markets Act, the Foreign Exchange Transaction Act and Regulations thereunder. Interests in the Funds have not been registered under the Financial Investment Services and Capital Markets Act of Korea for public offering, and may not be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea.
Kuwait
This document is not for general circulation to the public in Kuwait. The interests in the Fund have not been and will not be registered, authorized or approved for offering, marketing or sale in the State of Kuwait and shall not be offered or sold in the State of Kuwait. The offering of the units in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with decree law no. 31 of 1990 and the implementing regulations thereto (as amended) and law no. 7 of 2010 and the bylaws thereto (as amended). Interested investors from the State of Kuwait, including those who approach the Blackstone Group, acknowledge this restriction and that the offering of any interests in the Fund and any related materials shall be subject to all applicable foreign laws and rules; accordingly, such investors must not disclose or distribute any such materials to any other person. No private or public offering of the units is being made in Kuwait, and no agreement relating to the sale of the units will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the units in Kuwait.
Lebanon
This document is not intended, nor should be used for solicitation of investments in Lebanon by any person. The Fund does not conduct sales or marketing in Lebanon, nor does it have any agents, or any authorised sales persons therein. No information appearing in this document shall be deemed as an offer for services or products, from the Fund, its branches or its subsidiaries, or as an offer or the solicitation for a purchase or sale offer of securities or any other investment product. The Fund disclaims all liabilities regarding the content of these pages and the use that could be made by anyone. Any person willing to be supplied with one of the services or products presented herein, should contact the Fund outside Lebanon in order to obtain information on the availability of the service or product in question, as well as the contractual conditions and prices applicable thereto. Access to the products and services described herein may be subject to restrictions vis-à-vis certain persons or in certain countries. None of the products or services presented herein shall be supplied by the Fund to a person in the event that the law of his / her country of origin, or any other country concerning him / her, prohibits it. The reader of this message should ensure that he / she is legally authorized to do so. Although the Fund makes all reasonable efforts to ensure it receives information from sources it deems reliable, it does not claim that all information or opinions presented in it are true, reliable and complete. The information and opinions included in this document are supplied by the Fund for information purposes and only for personal use. They may be modified without prior notice. Information appearing in this document does not constitute, in any way, investment advice or legal, tax or other advice. It may not either be considered as ground for an investment or other decision. Any investment decision must rely on relevant, specific and professional advice.
Mexico
The interests have not been registered with the national register of securities maintained by the Mexican national banking and securities commission and may not be publicly offered in Mexico. This document may not be publicly distributed in Mexico. The interests may be offered as private offering in terms of Article 8 of the securities market law.
Oman
The information contained in this document neither constitutes a public offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4/74) or the Capital Market Law of Oman (Royal Decree 80/98), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non‐Omani securities in the Sultanate of Oman as contemplated by Article 139 of the Executive Regulations of the Capital Market Law (issued by Decision No.1/2009). Additionally, this document is not intended to lead to the conclusion of a contract of any nature whatsoever within the territory of the Sultanate of Oman.
By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that neither this document nor the Fund have been registered or approved by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, nor is the General Partner authorized or licensed by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the interests within the Sultanate of Oman. The General Partner is not a licensed broker, dealer, financial advisor or investment advisor licensed under the laws applicable in the Sultanate of Oman, and, as such, does not advise individuals resident in the Sultanate of Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products. Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the Sultanate of Oman.
The recipient of this document represents that he / she is a sophisticated investor (as described in Article 139 of the Executive Regulations of the Capital Market Law) and has such experience in business and financial matters that he / she is capable of evaluating the merits and risks of an investment in securities. The investor acknowledges that he / she is aware that an investment in securities is speculative and involves a high degree of risk, which could include loss of the entire investment.
Peru
The interests and the information contained in this document are not being marketed or publicly offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. The interests and the information contained herein have not been and will not be confirmed, approved or in any way submitted to the Peruvian securities and exchange commission – superintendencia del mercado de valores (“SMV”) – nor have they been registered under the Peruvian Securities Market Law (“ley del mercado de valores”, whose single revised text was approved by supreme decree no. 093-2002-ef). Notwithstanding the foregoing, the interests and the information contained herein may be submitted and registered with Peruvian pension funds -administradoras privadas de fondos de pensiones (AFP), as required by superintendence of banking, insurance and pension funds – superintendencia de banca, seguros y administradoras privadas de fondos de pensiones (SBS) – as a result of private offerings of the interests addressed to certain institutional investors in accordance with Peruvian regulations.
Qatar
The investments described in this document have not been, and will not be, offered, sold or delivered at any time, directly or indirectly, in the State of Qatar in a manner that would constitute a public offering.
This document has not been, and will not be, filed with, reviewed by or approved by the Qatar Central Bank, the Qatar Financial Markets Authority or any other relevant Qatari authority. This document is intended for the original recipient only and should not be provided to any other person. It is not for general circulation in the State of Qatar and should not be reproduced or used for any other purpose. The Fund is not, and will not be, registered as an investment fund with Qatar Central Bank or as a collective investment fund with the Qatar Financial Centre Regulatory Authority.
Singapore
Blackstone Singapore Pte. Ltd. (“Blackstone Singapore”) is a capital markets services license holder for fund management and dealing in securities and is an exempt financial adviser (in relation to the marketing of collective investment schemes and advising others, directly or through publications or writings, and whether in electronic, print or other form, concerning securities and collective investment schemes) regulated by the Monetary Authority of Singapore. The Investment Advisor of the Fund is registered as an investment adviser under the U.S. Investment Advisers Act of 1940 and is subject to Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act. The offer or sale, or invitation for subscription or purchase, of the interests (the “Interests”) in the Fund(s), which is the subject of this document, does not relate to a collective investment scheme which is authorised under Section 286 of the Securities and Futures Act, 2001 (the “SFA”) or recognised under Section 287 of the SFA. The Fund(s) is not authorised or recognised by the Monetary Authority of Singapore (the “MAS”) and the Interests are not allowed to be offered to the retail public. Each of this document and any other document or material issued in connection with the offer or sale, or invitation for subscription or purchase, of the Interests is not a prospectus as defined in the SFA. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you.
This document has not been registered as a prospectus with the MAS. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Interests may not be circulated or distributed, nor may Interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 304 of the SFA, (ii) to a relevant person pursuant to Section 305(1) of the SFA, or any person pursuant to Section 305(2) of the SFA, and in accordance with the conditions specified in Section 305 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
The Interests subscribed or purchased pursuant to Sections 304 or 305 of the SFA may only be transferred in accordance with provisions of Sections 304A and 305A of the SFA respectively.
Where the Interests are acquired under Section 305 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Interests under Section 305 except:
(1) to an institutional investor or to a relevant person as defined in Section 305(5) or arising from an offer under Section 275 (1A) of the SFA;
(2) where no consideration is given for the transfer; or
(3) where the transfer is by operation of law.
Where the Interests are acquired under Section 305 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, the beneficiaries’ rights and interests in that trust shall not be transferable for 6 months after that trust has acquired the Interests under Section 305 except:
(1) to an institutional investor or to a relevant person as defined in Section 305 (5) of the SFA or arising from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) (or such other amount as may be prescribed under the SFA) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;
(2) where no consideration is given for the transfer; or
(3) where the transfer is by operation of law.
By accepting receipt of this document and any other document or material issued in connection with the offer or sale, or invitation for subscription or purchase, of the Interests, a person in Singapore represents and warrants that he is entitled to receive such document in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein.
Switzerland
The Funds have not been approved for offering to non-qualified investors by the Swiss Financial Market Supervisory Authority FINMA (FINMA) pursuant to article 120(1) of the Swiss Federal Act on Collective Investment Schemes (CISA) and no representative or paying agent in Switzerland has been appointed pursuant to article 120(4) CISA. Accordingly, the units of the Funds may only be offered (within the meaning of article 3(g) of the Swiss Federal Act on Financial Services (FinSA)) or marketed (within the meaning of article 127a of the Collective Investment Schemes Ordinance), directly or indirectly, in or from Switzerland and this Offering Memorandum and any other offering documents relating to the Funds may only be made available in or from Switzerland to professional clients as defined in article 4(3) or private clients within the meaning of article 4(2) FinSA who are in a long-standing investment advisory- or investment management relationship with a regulated financial intermediary and who did not declare that they shall not be treated as qualified investors in accordance with article 10 (3ter) CISA. Investors in the [units of the Fund] do not benefit from the specific investor protection provided by CISA and the supervision by FINMA in connection with the approval for offering or the appointment of a representative and paying agent in Switzerland.
Furthermore, this document and any other marketing or offering documents relating to the Funds may be shared with non-discretionary investment advisors in Switzerland for their information purposes only and without targeting specific investors advised by such investment advisors.
Should such a qualified investor be advised by a non-discretionary investment advisor in Switzerland, the investor may instruct the distributor to forward this document or any other marketing or offering documents relating to the Funds directly to that investment advisor.
Should this document or any other marketing or offering documents relating to the Funds be distributed to an investor outside Switzerland and should such investor be advised by a non-discretionary investment advisor in Switzerland, then the investor may instruct the distributor to also forward this document or any other marketing or offering documents relating to the Fund directly to that investment advisor.
Taiwan
The interests may be made available outside Taiwan to Taiwan resident investors for purchase outside Taiwan by such investors but are not permitted to be marketed, offered, distributed, transferred or sold in Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the interests in Taiwan.
United Arab Emirates
This document is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (“UAE”). The Fund has not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange. The promotion of the Fund and units and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and does not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. In relation to its use in the UAE, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The Fund may not be offered or sold directly to the public in the UAE. The information is not directed at and should not be read by persons in any of the free zones in the UAE (including the DIFC). Further, the information contained in this presentation is not intended to lead to the conclusion of any contract of any nature within the territory of the UAE. Nothing contained in this presentation is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the UAE. This presentation is confidential and for your information only and nothing in this presentation is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.