WAREHOUSING AGREEMENT
Exhibit 10.2
This Warehousing Agreement (the “Agreement”), dated as of August 27, 2024, is entered into by and among Blackstone Holdings Finance Co. L.L.C. (“Xxxxx”), Blackstone Infrastructure Advisors L.L.C. (“BXIA”), in its capacity as investment manager, on behalf of and not for its own account, of Blackstone Infrastructure Strategies L.P. (together with such other vehicles with substantially similar investment objectives and strategies and highly overlapping investment portfolios, “BXINFRA” or “BXINFRA Fund Program”).
WHEREAS, BXINFRA intends to invest primarily in infrastructure equity, secondaries and credit strategies and to a lesser extent debt and other securities;
WHEREAS, in order to support the development of BXINFRA and until BXINFRA has sufficient capital to make such investments directly, as determined by BXIA in its sole discretion, the parties agree that Finco will warehouse certain investments in which BXINFRA would otherwise invest directly (such investments, “BXINFRA Investments”) and sell such investments (or transfer commitments with respect thereto) to BXINFRA in accordance with the pricing methodology described below (the “BXINFRA Warehouse”);
WHEREAS, it is expected that (1) BXINFRA Investments may be offered to both BXINFRA and investment funds, vehicles, accounts, products and/or other similar arrangements sponsored, advised, and/or managed by Blackstone, Inc. or its affiliates (individually and collectively, (“Other Blackstone Accounts”) dedicated to investing in similar strategies in accordance with such Other Blackstone Account’s allocation policy and applicable law and (2) each transfer of an Approved Warehoused Investment (as defined below) from Finco to BXINFRA will be subject to the allocation policies of BXIA, applicable law and the terms set forth in the organizational documents of BXINFRA;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Finco Acquisition of Approved Warehoused Investments. In connection with the launch of BXINFRA, Xxxxx hereby agrees to warehouse, directly or through its affiliates, certain BXINFRA Investments and to subsequently transfer such BXINFRA Investments to BXINFRA, and BXINFRA agrees to acquire such BXINFRA Investments from Xxxxx, from time to time, on the terms described herein following the point or points in time at which BXINFRA has sufficient capital to acquire such investments, as determined by BXIA in its sole discretion, and subject to (i) applicable law (including obtaining any consents required to comply with Section 206(3) of the Investment Advisers Act of 1940, as amended, and any applicable registration requirements) and (ii) the terms set forth in the organizational documents of BXINFRA (each such date, a “Warehouse Closing Date”); provided, that Xxxxx may elect to structure its funding of certain BXINFRA Investments through alternative means, including the issuance of debt, which could differ from the terms of the BXINFRA Investment ultimately acquired by BXINFRA. BXIA will elect which Approved Warehoused Investments (as defined below) will be purchased by BXINFRA on each applicable Warehouse Closing Date in its discretion. |
| 2. | Finco Investment Discretion. From time to time, including prior to the launch of BXINFRA, Finco may acquire certain BXINFRA Investments that have been approved by BXIA and BXINFRA’s investment committee, if established, but for which BXINFRA does not have sufficient capital (as determined by BXIA in its sole discretion) to invest in directly, up to an aggregate invested equity amount of $300 million (or such higher amount as is agreed between the parties) for all BXINFRA Investments at any point in time, subject in each case, to Xxxxx’x approval at the time of acquisition (each, an “Approved Warehoused Investment”). For the avoidance of doubt, if an Approved Warehoused Investment is made alongside Other Blackstone Accounts or other parties, the Approved Warehoused Investment will consist of only the portion of such investment acquired or funded by Finco, directly or through its affiliates, for the purpose of transferring it to BXINFRA. |
| 3. | BXINFRA Fundraising. BXIA acknowledges that Xxxxx’x approval of a BXINFRA Investment may be dependent on the progress of XXXXXXX’s fundraising. As a result, BXIA will provide regular updates to Finco on fundraising efforts related to BXINFRA. |
| 4. | Transfer of Approved Warehoused Investments to BXINFRA. On each Warehouse Closing Date, BXINFRA will acquire from Finco each funded Approved Warehoused Investment selected by BXIA for such Warehouse Closing Date at a price equal to the cost of such Approved Warehoused Investment paid by Xxxxx plus, unless waived by Finco, an amount equal to an annualized rate of 5% measured over the period from the date the Approved Warehoused Investment was acquired by Finco to the applicable Warehouse Closing Date. Any unfunded Approved Warehoused Investment commitments will be transferred to BXINFRA at no additional cost and become commitments of BXINFRA. |
| 5. | Allocation within BXINFRA Fund Program. BXIA will determine which and what portions of Approved Warehouse Investments that each of the vehicles that make up the BXINFRA Fund Program will acquire on each Warehouse Closing Date. |
| 6. | Finco Acknowledgement. Xxxxx acknowledges that there can be no assurance that BXINFRA will have sufficient capital to purchase any Approved Warehoused Investments (in which case, Finco will continue to hold any Approved Warehoused Investment for its own account, unless BXIA allocates such investment to one or more Other Blackstone Accounts (subject to such Other Blackstone Account’s consent)). |
| 7. | Other Blackstone Accounts. If BXINFRA fails to acquire the Approved Warehoused Investments (each an “Available Investment”), then BXIA and its affiliates will seek to allocate such Available Investment to one or more Other Blackstone Accounts (as applicable); provided, however, that any such allocation determination shall only occur if (i) consistent with the allocation policies and procedures of BXIA and its affiliates and applicable law, (ii) consistent with the fund documents of each Other Blackstone Account that would be offered an Available Investment, (iii) subject to BXIA and its affiliates’ determination that any such allocation is within the target hold of the Other Blackstone Account that would be offered an Available Investment, and (iv) consistent with BXIA and its affiliates’ fiduciary duties with respect to each client that would be offered an Available Investment. |
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| 8. | Schedule of Approved Warehoused Investments. Attached as Annex A to this Agreement is a schedule of each Approved Warehoused Investment that sets forth the relevant information with respect thereto. Annex A will be updated by Xxxxx from time to time to reflect the acquisition of each new Approved Warehoused Investment and any subsequent transfer of such Approved Warehoused Investment. |
| 9. | Commitments through the Warehouse Closing Date. Finco will continue to provide committed funding for Approved Warehoused Investments until the applicable Warehouse Closing Date, unless extended by the mutual agreement of the parties. |
| 10. | Broken Deal Expenses. BXINFRA will bear its proportional fees, costs and expenses, if any, incurred by or on behalf of Finco in respect of developing, negotiating and structuring prospective (or potential) investments that are approved by BXIA and the BXINFRA investment committee, if established, including Approved Warehoused Investments, that are not ultimately made (to the extent not reimbursed by a third party) (“Broken Deal Expenses”), including any fees, costs and expenses incurred prior to transferring the Approved Warehoused Investments to BXINFRA. Any Broken Deal Expenses will be payable by BXINFRA on the earlier of the applicable Warehouse Closing Date or the end of termination of this Agreement. |
| 11. | Deal Expenses. Following the transfer of a funded Approved Warehoused Investment to BXINFRA, BXINFRA will bear all fees, costs and expenses, if any, incurred in developing, negotiating and structuring any Approved Warehoused Investment that is transferred to BXINFRA (to the extent not reimbursed by a third party). |
| 12. | Financing Expenses. Following the transfer of a funded Approved Warehoused Investment to BXINFRA, BXINFRA will bear all fees, costs and expenses, if any, incurred in developing, negotiating and structuring the BXINFRA Warehouse. In the event no Warehouse Closing Date occurs, any fees, costs and expenses incurred in relation to establishing the BXINFRA Warehouse shall be borne by Finco. |
| 13. | Finco Affiliates. For the avoidance of doubt, any right or obligation of Finco under this Agreement may, in Xxxxx’x sole discretion, be exercised or performed by one or more of its affiliates. |
| 14. | Term. The term of this Agreement shall be for one year from the date hereof, unless extended by the mutual agreement of the parties. Unless the parties otherwise agree, no Warehouse Closing Dates shall be held after the term of this Agreement. |
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| 15. | Miscellaneous. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which taken together will constitute a single document. This Agreement may be amended from time to time with the consent of the parties hereto. This Agreement shall be construed in accordance with and governed by the laws of the state of New York. |
| 16. | Joinder. At any time after the date of this Agreement, one or more vehicles within the BXINFRA Fund Program may become a party to this Agreement, and therefore bound by the terms and conditions herein, by executing and delivering to each of the parties hereto a joinder agreement in such form satisfactory to BXINFRA and Finco. |
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If the above correctly reflects our understanding with respect to the foregoing matters, please so confirm by signing in the space provided below.
| BLACKSTONE HOLDINGS FINANCE CO. L.L.C. | ||
| By: Blackstone Holdings I L.P., as Sole Member | ||
| By: Blackstone Holdings I/II GP., L.L.C., as General Partner | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Chief Financial Officer | |
| BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C. | ||
| As Investment Manager of BXINFRA (as defined herein) | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Senior Managing Director | |
| BLACKSTONE INFRASTRUCTURE STRATEGIES L.P. | ||
| By: Blackstone Infrastructure Strategies Associates L.P., as General Partner | ||
| By: BXISA L.L.C., as General Partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Senior Managing Director | |
[BXINFRA – Warehouse Agreement Signature Page]
Annex A
Approved Warehoused Investments
Equity Investments
| Name |
Class of Shares |
Industry | Country | Investment Size (in $ millions) |
Number of Shares |
% of Total Outstanding Shares |
Committed or Funded? |
Commitment Date |
Funding Date | |||||||||
Debt Investments
| Name | Industry | Country | Investment Size (in $ millions) |
Coupon | OID |
Excess Fee |
Committed or Funded? |
Commitment Date |
Funding Date | |||||||||
Annex A
