8-K

BLACKSTONE PRIVATE EQUITY STRATEGIES FUND
L.P.

Date: March 28, 2024

/s/ Christopher Striano

Christopher Striano

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2024

Blackstone Private Equity Strategies Fund L.P.

(Exact name of Registrant as specified in its charter)

Delaware

000-56446

No. 88-1872156

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

345 Park Avenue

New York, New York

10154

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 583-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange
on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02

Unregistered Sales of Equity Securities.

On March 1, 2024, Blackstone Private Equity Strategies Fund L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $358.4 million.¹The following table details the Units sold by the Fund:


Class	Number of Units Sold⁽²⁾		Consideration
Class I		7,745,584	$	196,019,042
Class S		6,268,537	$	158,414,710
Class D		158,123	$	4,000,000

(1)

The Fund invests alongside other Blackstone-managed vehicles with substantially similar investment objectives and strategies that, together with the Fund, collectively form the BXPE Fund Program. On March 1, 2024, the BXPE Fund Program (inclusive of the Fund) issued interests for aggregate consideration of approximately $1.0 billion.

(2)

The number of Units sold by the Fund was finalized on March 28, 2024, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) as of February 29, 2024. See Item 7.01 below for more information on the Fund’s Transactional NAV.

The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Units were sold to third-party investors, including through Blackstone Private Equity Strategies Fund (TE) L.P., a Delaware limited partnership for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors. The following table details the total Units sold as part of the Fund’s continuous private offering as of the date of this filing.


Class	Number of Units Sold		Total Consideration
Class I		43,433,515	$	1,088,972,947
Class S		32,272,800		809,126,975
Class D		1,616,129		40,500,000

Total		77,322,443	$	1,938,599,922

As of the date of this filing, the BXPE Fund Program has issued interests for total consideration of approximately $2.7 billion since inception.

Item 7.01

Regulation FD Disclosure

Transactional Net Asset Value

The Transactional NAV per Unit for each class of the Fund as of February 29, 2024 is as follows:


Class	Transactional NAV as of February 29, 2024
Class I	$	25.31
Class S	$	25.27
Class D	$	25.30

The Fund calculates Transactional NAV for purposes of establishing the price at which transactions in the Fund’s Units are made. A description of the Fund’s valuation process was included under “Part I, Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities—Calculation of Net Asset Value” of the Fund’s Annual Report on Form 10-K filed on March 15, 2024. Transactional NAV is based on the month-end values of the Fund’s investments and other assets and the deduction of any liabilities, including certain fees and expenses, in all cases as determined in accordance with the Fund’s valuation policy that has been approved by the Fund’s board of directors. Organization and offering expenses advanced on the Fund’s behalf by the

Fund’s investment manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning on January 1, 2025, and unitholder servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Transactional NAV per Unit may differ from the Fund’s net asset value as determined in accordance with accounting principles generally accepted in the United States of America.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

104		Cover Page Interactive Data File, formatted in Inline XBRL

The information in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.