Blackstone REIT Sells Class C Shares to Offshore Feeder Vehicle

International investor participation grows as Blackstone's real estate trust executes equity sales outside the U.S.

April 16, 2025

Two Transactions, One Strategic Goal

Blackstone Real Estate Income Trust (BREIT) has issued new Class C shares through two unregistered transactions, opening the door for more non-U.S. capital to access its real estate strategy. These equity sales, executed in March and April 2025, were placed through a feeder vehicle designed to offer indirect access to international investors.

Here’s what happened: BREIT issued 19,719 shares on March 13 and another 157,950 shares on April 11. Together, the transactions brought in just over $2.7 million. The shares were sold to a single feeder entity that consolidates investments into BREIT’s Class I and Class C shares—specifically structured for non-U.S. investors. This setup ensures compliance with U.S. securities rules, while enabling offshore participants to gain exposure.

Offering Mechanics and Regulatory Framework

Both offerings were conducted under exemptions from SEC registration— Regulation S and Section 4(a)(2) of the Securities Act—geared toward institutional and international audiences. These exemptions are standard when issuers work with private vehicles and non-public fundraising efforts.

The structure of this transaction reflects BREIT’s approach to serving different investor channels. Using Class C shares, Blackstone can tailor its product with distinct economics, while the feeder vehicle gives offshore clients a way in without having to navigate the U.S. public registration process.

Implications for International Capital Access

For global investors looking to access U.S. commercial real estate, this type of offering delivers a streamlined path. The shares aren’t publicly traded, but they provide exposure to a diversified real estate portfolio managed by one of the largest players in the space.

BREIT’s legal team confirmed the execution and reporting of the transactions, with final signatures dated April 15. For clients tracking developments in the non-traded REIT space or monitoring private real estate capital flows, this update adds another data point to the picture—showing that demand for U.S. real estate remains active across borders.