Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2016, The Blackstone Group L.P. (the
Partnership
), Blackstone Holdings I L.P., Blackstone Holdings AI
L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., each indirect subsidiaries of the Partnership (collectively with the Partnership, the
Guarantors
), and Blackstone Holdings Finance
Co. L.L.C., an indirect subsidiary of the Partnership (the
Issuer
), entered into a supplemental indenture (the
Ninth Supplemental Indenture
) to the indenture previously entered into on August 20, 2009 (the
Base Indenture
and, together with the Ninth Supplemental Indenture, the
Indenture
) with The Bank of New York Mellon, as trustee (the
Trustee
) and The Bank of New York Mellon, London Branch, as
paying agent, relating to the issuance by the Issuer of 600,000,000 aggregate principal amount of its 1.000% Senior Notes due 2026 (the
Notes
).
The Notes bear interest at a rate of 1.000% per annum, accruing from October 5, 2016. Interest is payable annually in arrears on
October 5 of each year, commencing on October 5, 2017. The Notes will mature on October 5, 2026 unless earlier redeemed or repurchased. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will be fully and
unconditionally guaranteed (the
Guarantees
), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuers and the Guarantors ability to, subject to exceptions, incur
indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for events of default and further provides that the
Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any
applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable. All or a
portion of the Notes may be redeemed at the Issuers 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 by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not
including, the date of repurchase. Except as required by law, the Issuer will make payments on the Notes free of withholding or deduction for taxes. If withholding or deduction is required, the Issuer will, subject to certain customary exceptions,
be required to pay additional amounts so that the net amounts holders of the Notes receive will equal the amount holders of the Notes would have received if withholding or deduction had not been imposed. If, as a result of a change in law, the
Issuer is required to pay such additional amounts, the Issuer may redeem the Notes in whole but not in part, at any time at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
The preceding is a summary of the terms of the Base Indenture, the Ninth Supplemental Indenture and the form of the Notes, and is qualified in
its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the Ninth Supplemental Indenture attached as Exhibit 4.2 to this report and the form of the Notes attached as Exhibit 4.3 to this report, each of which is incorporated
herein by reference as though they were fully set forth herein.