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Blackstone Real Estate Income Fund – ‘N-8F/A’ on 2/22/22

On:  Tuesday, 2/22/22, at 1:39pm ET   ·   Accession #:  1193125-22-48227   ·   File #:  811-22900

Previous ‘N-8F’:  ‘N-8F’ on 12/16/21   ·   Latest ‘N-8F’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/22  Blackstone RE Income Fund         N-8F/A                 1:57K                                    Donnelley … Solutions/FA

Amendment to Application for an SEC Deregistration Order by an Investment Company   —   Form N-8F   —   ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-8F/A      Blackstone Real Estate Income Fund                  HTML     32K 


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Blackstone Real Estate Income Fund  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-8F

 

I.

General Identifying Information

 

1.

Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

 

 

Merger

 

 

Liquidation

 

 

Abandonment of Registration

(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

 

 

Election of status as a Business Development Company

(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

 

2.

Name of fund: Blackstone Real Estate Income Fund

 

3.

Securities and Exchange Commission File No.: 811-22900

 

4.

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

☐ Initial Application                    ☒ Amendment

 

5.

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

345 Park Avenue

New York, NY 10154

 

6.

Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:

 

 

Rajib Chanda, Esq.

Benjamin C. Wells, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

(202) 636-5500

  

Leon Volchyok, Esq.

Blackstone Real Estate Income Advisors L.L.C.

345 Park Avenue

New York, New York 10154

(212) 583-5000

  

    

 

7.

Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-l, .31a-2]:

 

  Note:

Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-l and 31a-2 for the periods specified in those rules.

The records held in accordance with rules 31a-1 and 31a-2 are kept by Blackstone Real Estate Special Situations Advisors L.L.C.


2

 

Blackstone Real Estate Special

Situations Advisors L.L.C.

345 Park Avenue

New York, NY 10154

(212) 583-5000

 

8.

Classification of fund (check only one):

 

 

Management company;

 

 

Unit investment trust; or

 

 

Face-amount certificate company.

 

9.

Subclassification if the fund is a management company (check only one):

☐ Open-end                     ☒ Closed-end

 

10.

State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

Delaware

 

11.

Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

Blackstone Real Estate Income Advisors L.L.C.

345 Park Avenue

New York, NY 10154

 

12.

Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

Blackstone Securities Partners L.P.

345 Park Avenue

New York, NY 10154

 

13.

If the fund is a unit investment trust (“UlT”) provide:

 

  (a)

Depositor’s name(s) and address(es):                    Not applicable.

 

  (b)

Trustee’s name(s) and address(es):                        Not applicable.

 

14.

Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

☐ Yes                              ☒ No

If Yes, for each UIT state:

Name(s):

File No.: 811-_____________


3

 

Business Address:

 

15.

(a)        Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or             Abandonment of Registration?

☒ Yes                              ☐ No

If Yes, state the date on which the board vote took place: July 10, 2020

If No, explain:

 

  (b)

Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

☒ Yes                              ☐ No

If Yes, state the date on which the shareholder vote took place: October 15, 2020

If No, explain:    

 

II.

Distributions to Shareholders

 

16.

Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

☒ Yes                              ☐ No

 

  (a)

If Yes, list the date(s) on which the fund made those distributions: January 22, 2021, April 26, 2021, August 23, 2021, November 29, 2021

 

  (b)

Were the distributions made on the basis of net assets?

☒ Yes                              ☐ No

 

  (c)

Were the distributions made pro rata based on share ownership?

☒ Yes                              ☐ No

 

  (d)

If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

 

  (e)

Liquidations only:

Were any distributions to shareholders made in kind?

☐ Yes                              ☒ No

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

 

17.

Closed-end funds only:

Has the fund issued senior securities?

☐ Yes                              ☒ No


4

 

If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:

 

18.

Has the fund distributed all of its assets to the fund’s shareholders?

☒ Yes                              ☐ No

If No,

 

  (a)

How many shareholders does the fund have as of the date this form is filed?

 

  (b)

Describe the relationship of each remaining shareholder to the fund:

 

19.

Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

☐ Yes                              ☒ No

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

 

III.

Assets and Liabilities

 

20.

Does the fund have any assets as of the date this form is filed?

(See question 18 above)

☐ Yes                              ☒ No

If Yes,

 

  (a)

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

 

  (b)

Why has the fund retained the remaining assets?

 

  (c)

Will the remaining assets be invested in securities?

☐ Yes                              ☐ No

 

21.

Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

☐ Yes                              ☒ No

If Yes,

 

  (a)

Describe the type and amount of each debt or other liability:

 

  (b)

How does the fund intend to pay these outstanding debts or other liabilities?

 

IV.

Information About Event(s) Leading to Request For Deregistration

 

22.

(a)         List the expenses incurred in connection with the Merger or Liquidation:

 

  (i)

Legal expenses: $0


5

 

  (ii)

Accounting expenses: $0

 

  (iii)

Other expenses (list and identify separately):

 

  1)

Regulatory: $2,636.80

 

  (iv)

Total expenses (sum of lines (i)-(iii) above): $2,636.80

 

  (b)

How were those expenses allocated? All expenses incurred in connection with the liquidation of the Fund were allocated to and paid by the Fund.

 

  (c)

Who paid those expenses? All expenses incurred in connection with the liquidation of the Fund were allocated to and paid by the Fund.

 

  (d)

How did the fund pay for unamortized expenses (if any)? Not applicable.

 

23.

Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

☐ Yes                              ☒ No

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

 

V.

Conclusion of Fund Business

 

24.

Is the fund a party to any litigation or administrative proceeding?

☐ Yes                              ☒ No

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

 

25.

Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

☐ Yes                              ☒ No

If Yes, describe the nature and extent of those activities:

 

VI.

Mergers Only

 

26.

(a)        State the name of the fund surviving the Merger:

 

  (b)

State the Investment Company Act file number of the fund surviving the Merger:

 

  (c)

If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

 

  (d)

If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.


6

 

VERIFICATION

The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Blackstone Real Estate Income Fund, (ii) he is the Chief Legal Officer, Chief Compliance Officer and Secretary of Blackstone Real Estate Income Fund and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken.

The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information, and belief.

 

/s/ Leon Volchyok
Leon Volchyok
Chief Legal Officer, Chief Compliance Officer and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-8F/A’ Filing    Date    Other Filings
Filed on:2/22/22
11/29/21
8/23/214,  N-23C-2
4/26/214,  N-23C-2
1/22/214
10/15/20DEF 14A
7/10/20
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