Related Party Transactions and Other Transactions |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions and Other Transactions | Related Party Transactions and Other Transactions Management Agreement We entered into a management agreement (the “Management Agreement”) with our Manager upon completion of our IPO. Pursuant to the Management Agreement, our Manager is responsible for sourcing, evaluating and monitoring our investment opportunities and making decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our board of directors. In consideration for investment management services, our Manager is entitled to receive a management fee payable in cash equal to a tiered percentage of our Market Capitalization (as defined in the Management Agreement) as of the last trading day of the applicable calendar quarter. The Management Fee will be measured and paid quarterly in arrears (subject to pro-rating for partial periods) and will equal (i) 1.00% per annum of our Market Capitalization (up to a total Market Capitalization of $25.0 billion); plus (ii) 0.90% per annum of the excess, if any, of our Market Capitalization over $25.0 billion (up to a total Market Capitalization of $50.0 billion); plus (iii) 0.80% per annum of the excess, if any, of our Market Capitalization over $50.0 billion (up to a total Market Capitalization of $75.0 billion); plus (iv) 0.70% per annum of the excess, if any, of our Market Capitalization over $75.0 billion. For purposes of calculating Market Capitalization, to the extent any OP units held by any person other than us are outstanding on any trading day during such calendar quarter, then the number of shares of our common stock outstanding on such trading day will be adjusted to include the number of shares of our common stock issuable upon exchange of such OP units in accordance with the partnership agreement of BXDC OP. In addition, our Manager is entitled to an incentive fee payable in cash equal to 0.25% per annum of our Market Capitalization for each calendar quarter with respect to which (i) our Total Shareholder Return (as defined in the Management Agreement) is 8.0% or higher for the applicable Reference Period (as defined in the Management Agreement) and (ii) the Daily VWAP (as defined in the Management Agreement) of our common stock for the 90-day period prior to the last trading day of such calendar quarter exceeds $20.00. For any calendar quarter with respect to which either or both of the conditions in clause (i) or (ii) above is not satisfied, no incentive fee will be payable. The incentive fee will be calculated and paid quarterly in arrears (subject to pro-rating for partial periods). Our Manager has agreed to waive the management and incentive fees through November 15, 2026. Other Transactions Accrued service provider expenses We have engaged and expect to continue to engage Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l. (collectively “Revantage”), portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, corporate support services, including, without limitation, accounting, legal, tax, treasury, valuation support services, information technology, transaction support services, human resources, operational services, and management services. During the three and six months ended June 30, 2026, we accrued $0.3 million of expenses due to Revantage for corporate support services and such amount is included in general and administrative expenses in the condensed consolidated statements of operations and recorded as due to affiliates on the condensed consolidated balance sheets. Other Blackstone Securities Partners L.P., an affiliate of Blackstone Inc. (“BXCM”), served as an underwriter of 9,975,386 of the 100,619,900 shares of common stock issued in the IPO. BXCM received approximately $9.0 million of underwriting discounts and commissions, of which $2.0 million is payable on November 15, 2026 and is reflected within other liabilities as of June 30, 2026. Further, the Manager and its affiliates paid approximately $17.8 million to fund 888,205 of the 100,619,900 shares of common stock issued to investors in the IPO, representing an additional 1% of each such investor’s investment amount, at no additional cost to such investors (the “Bonus Shares”). There were no Bonus Shares issued to participants in the directed share program, or to Blackstone Treasury Holdings III L.L.C., an affiliate of Blackstone Inc. (the “Blackstone Investor”). As of June 30, 2026, the Blackstone Investor, Blackstone employees, and our directors held an aggregate 10,941,498 shares, of which the Blackstone Investor owned 9,111,800 shares of our common stock.
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