Press Release

WPT Industrial Real Estate Investment Trust to Be Acquired by Blackstone Real Estate Income Trust in US$3.1 Billion Transaction

09 August 2021

TORONTO and NEW YORK, August 9, 2021 – WPT Industrial Real Estate Investment Trust (TSX: WIR.U; WIR.UN) (OTCQX: WPTIF) (“WPT”) and Blackstone Real Estate Income Trust, Inc. (“BREIT”) announced today that WPT has entered into an arrangement agreement (the “Arrangement Agreement”) under which BREIT will acquire all of the outstanding units of WPT (each, a “Unit”) through a series of transactions that will result in unitholders receiving US$22.00 per Unit in an all-cash transaction valued at US$3.1 billion including the assumption of debt (the “Transaction”).

The Transaction price of US$22.00 per Unit represents a 17.1% premium to the closing price of the Units on the TSX on August 6, 2021, the last trading day prior to the announcement of the Transaction, a 19.5% premium to WPTs 30-day volume-weighted average Unit price on the TSX for the period ending August 6, 2021 and a 32.1% premium to the current research consensus Net Asset Value per Unit estimate for WPT of US$16.66 per Unit.

After receiving the unanimous recommendation of a committee of independent members of the Board of Trustees of WPT (the “Special Committee”) and in consultation with its financial and legal advisors, the Board of Trustees of WPT has unanimously determined that the Transaction is in the best interests of WPT and WPT unitholders and fair to WPT unitholders, and is unanimously recommending that WPT unitholders vote in favour of the Transaction. The Transaction is expected to close in the fourth quarter of 2021.

“We are very proud to enter into a transaction that delivers unitholders a compelling premium to Net Asset Value per Unit and our all-time high Unit price. Blackstone’s interest in acquiring and investing in the WPT platform is a testament to the quality of our portfolio and capabilities of our team” said Scott Frederiksen, Chief Executive Officer of WPT.

“Blackstone is one of the world’s most active investors in logistics real estate and we are very pleased to enter into a transaction with such a highly reputable counterparty that delivers immediate value for WPT unitholders,” added Louie DiNunzio, Chair of the Special Committee.

David Levine, Senior Managing Director at Blackstone said: “Logistics remains one of our highest conviction themes as the sector continues to benefit from strong tailwinds driven by e-commerce. We look forward to expanding our logistics presence across key U.S. markets with the acquisition of this high-quality portfolio that WPT has built.”

WPT will release financial results for its second quarter ended June 30, 2021 on August 11, 2021, but, as a result of today’s announcement, the company will not host a conference call and webcast to discuss financial results and operations for the second quarter.

Transaction Details
The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (British Columbia). Completion of the Transaction is subject to customary conditions, including approval of at least 66 2/3% of the votes cast by WPT unitholders at a special meeting of WPT unitholders, approval of at least a majority of the votes cast by WPT unitholders, excluding votes held by certain unitholders who also hold Class B units of a subsidiary of WPT at such meeting and court approval.

As part of the Transaction, WPT has agreed that distributions for the months of August 2021, September 2021, October 2021 and the first half of November 2021 will be suspended. If the Transaction has not closed by November 15, 2021, WPT intends to reinstate the monthly distribution for periods commencing November 16, 2021 and to pay a distribution in respect of November pro rated for the number of days following November 15, 2021 up to the date prior to closing or to the end of the month in the event closing does not occur in November and for subsequent months pro rated for the number of days in the month up to the date prior to closing.

The Arrangement Agreement provides for, among other things, customary representations, warranties and covenants, including customary non-solicitation covenants from WPT, subject to the ability of the Board of Trustees of WPT to negotiate and accept a superior proposal in certain circumstances, with a “right to match” in favour of BREIT, and conditioned upon payment of a US$73.8 million termination fee to BREIT. In certain circumstances, BREIT is required to pay a US$236.1 million break fee to WPT upon the termination of the Arrangement Agreement.

The foregoing summary is qualified in its entirety by the Arrangement Agreement, a copy of which will be filed on SEDAR at www.sedar.com. WPT expects to hold a special meeting of unitholders to consider and vote on the Transaction in early October 2021. WPT will mail a management information circular and certain related documents to WPT unitholders in connection with such meeting, copies of which will be filed on SEDAR at www.sedar.com.

Advisors
Morgan Stanley & Co. LLC and Desjardins Capital Markets are acting as financial advisors to WPT and Blair Franklin Capital Partners Inc. has also provided the Special Committee with a fairness opinion in respect of the Transaction.

Blake, Cassels & Graydon LLP and Vinson & Elkins LLP are acting as legal counsel to WPT in connection with the Transaction and Wildeboer Dellece is acting as independent legal counsel to the Special Committee.

Eastdil Secured is acting as financial advisor to BREIT and Simpson Thacher & Bartlett LLP and Goodmans LLP are acting as legal counsel to BREIT.

About WPT Industrial Real Estate Investment Trust
WPT Industrial Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. WPT acquires, develops, manages and owns distribution and logistics properties located in the United States. WPT Industrial, LP (WPT’s operating subsidiary) indirectly owns or manages a portfolio of properties across 19 U.S. states consisting of approximately 37.5 million square feet of GLA and 109 properties.

About Blackstone Real Estate Income Trust 
Blackstone Real Estate Income Trust, Inc. (BREIT) is a perpetual-life, institutional quality real estate investment platform that brings private real estate to income focused investors. BREIT invests primarily in stabilized, income-generating U.S. commercial real estate across key property types and to a lesser extent in real estate debt investments. BREIT is externally managed by a subsidiary of Blackstone (NYSE: BX), a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has approximately $208 billion in investor capital under management. Further information is available at vip.blackstone.com/breit-stage-latest.

Forward-Looking Information
Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward looking information in this news release includes, but is not limited to, the following: statements with respect to the expected completion of the Transaction and the timing thereof, the anticipated benefits to the unitholders of WPT, satisfaction of the conditions required with respect thereto, the holding of a meeting of unitholders and the timing thereof, and the suspension and the payment of monthly distributions prior to closing.

The forward-looking information contained in this news release is based on certain expectations and assumptions made by WPT, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the Arrangement Agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the Arrangement Agreement.

Although WPT believes that the expectations and assumptions on which the forward-looking information contained in this news release is based are reasonable, undue reliance should not be placed on the forward-looking information because WPT can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the failure to obtain necessary approvals or satisfy (or obtain a waiver of) the conditions to closing the Transaction as contained in the Arrangement Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the business or affairs of WPT; the parties’ ability to obtain requisite regulatory approvals; either party’s failure to consummate the Transaction when required or on the terms as originally negotiated; competitive factors in the industries in which WPT operates; interest rates, currency exchange rates, prevailing economic conditions; and other factors, many of which are beyond the control of WPT. Additional factors and risks which may affect WPT, its business and the achievement of the forward-looking statements contained herein are described in WPT’s annual information form and WPT’s management’s and discussion and analysis for the year ended December 31, 2020 and in the other subsequent reports filed under WPT’s profile on www.sedar.com.

The forward-looking information contained in this news release represents WPT’s expectations as of the date hereof, and is subject to change after such date. WPT disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.

Forward-Looking Statements
Certain information contained in this communication constitutes “forward-looking statements” within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward looking terminology, such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “confident,” “conviction,” “identified” or the negative versions of these words or other comparable words thereof. These may include financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements regarding future performance and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These factors include, but are not limited to, those described under the section entitled “Risk Factors” in BREIT’s prospectus, and any such updated factors included in its periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or BREIT’s prospectus and other filings). Except as otherwise required by federal securities laws, BREIT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

WPT Contacts
Scott Frederiksen, Chief Executive Officer
Matt Cimino, Chief Operating Officer
Tel: (612) 800-8530
[email protected]

Blackstone Media Contact
Jeffrey Kauth
(212) 583-5395
[email protected]

Past performance does not guarantee future results. Financial information is approximate and as of December 31, 2022, unless otherwise noted. The words “we”, “us”, and “our” refer to BREIT, together with its consolidated subsidiaries, including BREIT Operating Partnership L.P. (the “Operating Partnership”), unless the context requires otherwise.

Summary of Risk Factors

BREIT is a non-listed REIT that invests primarily in stabilized income-generating commercial real estate investments across asset classes in the United States and, to a lesser extent, real estate debt investments, with a focus on current income. We invest to a lesser extent in countries outside of the U.S. This investment involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. You should read the prospectus carefully for a description of the risks associated with an investment in BREIT. These risks include, but are not limited to, the following:

There is no public trading market for our common stock and repurchase of shares by us will likely be the only way to dispose of your shares. We are not obligated to repurchase any shares under our share repurchase plan and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our board of directors may make exceptions to, modify or suspend our share repurchase plan. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.
Distributions are not guaranteed and may be funded from sources other than cash flow from operations, including borrowings, offering proceeds, the sale of our assets and repayments of our real estate debt investments. We have no limits on the amounts we may fund from such sources.
The purchase and repurchase price for shares of our common stock are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market. While there will be independent annual appraisals of our properties, the appraisal of properties is inherently subjective, and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day. The NAV per share, if calculated as of the date on which you make your subscription request or repurchase request, may be significantly different than the transaction price you pay or the repurchase price you receive. Certain of our investments or liabilities are subject to high levels of volatility from time to time and could change in value significantly between the end of the prior month as of which our NAV is determined and the date that you acquire or repurchase our shares, however the prior month’s NAV per share will generally continue to be used as the offering price per share and repurchase price per share.
We are dependent on BX REIT Advisors L.L.C. (the “Adviser”) to conduct our operations. The Adviser will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and Other Blackstone Accounts (as defined in BREIT’s prospectus), the allocation of time of its investment professionals and the substantial fees that we will pay to the Adviser.
On acquiring shares, you will experience immediate dilution in the net tangible book value of your investment.
There are limits on the ownership and transferability of our shares.
If we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for distribution to our stockholders could materially decrease.
We do not own the Blackstone name, but we are permitted to use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of Blackstone Inc. (“Blackstone”). Use of the name by other parties or the termination of our trademark license agreement may harm our business.

Certain countries have been susceptible to epidemics which may be designated as pandemics by world health authorities, most recently COVID-19. The outbreak of such epidemics, together with any resulting restrictions on travel or quarantines imposed, has had and may in the future have a negative impact on the economy and business activity globally (including in the countries in which BREIT invests), and thereby may adversely affect the performance of BREIT’s investments. Furthermore, the rapid development of epidemics could preclude prediction as to their ultimate adverse impact on economic and market conditions, and, as a result, presents material uncertainty and risk with respect to BREIT and the performance of its investments. For further information on the impact of COVID-19 on BREIT, please refer to “Risk Factors—The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and has had an adverse impact on our performance and results of operations” in BREIT’s prospectus.

On February 24, 2022, Russian troops began a full-scale invasion of Ukraine and, as of the date of this material, the countries remain in active armed conflict. Around the same time, the United States, the United Kingdom, the European Union, and several other nations announced a broad array of new or expanded sanctions, export controls, and other measures against Russia, Russia-backed separatist regions in Ukraine, and certain banks, companies, government officials, and other individuals in Russia and Belarus. The ongoing conflict and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business activity globally (including in the countries in which BREIT invests), and therefore could adversely affect the performance of BREIT’s investments. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, could present material uncertainty and risk with respect to BREIT and the performance of its investments and operations, and the ability of BREIT to achieve its investment objectives. Similar risks will exist to the extent that any investments, service providers, vendors or certain other parties have material operations or assets in Russia, Ukraine, Belarus, or the immediate surrounding areas.

Certain information contained in this material has been obtained from sources outside Blackstone, which in certain cases has not been updated through the date hereof. While such information is believed to be reliable for purposes used herein, no representations are made as to the accuracy or completeness thereof and none of Blackstone, its funds, nor any of their affiliates takes any responsibility for, and has not independently verified, any such information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Opinions expressed reflect the current opinions of BREIT as of the date appearing in the materials only and are based on BREIT’s opinions of the current market environment, which is subject to change. Stockholders, financial professionals and prospective investors should not rely solely upon the information presented when making an investment decision and should review the most recent prospectus, as supplemented, available at www.breit.com. Certain information contained in the materials discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice.

All rights to the trademarks and/or logos presented herein belong to their respective owners and Blackstone’s use hereof does not imply an affiliation with, or endorsement by, the owners of these logos.

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Forward-Looking Statements

This website contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “identified,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “confident,” “conviction” or other similar words or the negatives thereof. These may include financial estimates and their underlying assumptions, statements about plans, objectives, intentions, and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in BREIT’s prospectus and annual report for the most recent fiscal year, and any such updated factors included in BREIT’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this website (or BREIT’s public filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Blackstone Securities Partners L.P. (“BSP”) is a broker-dealer whose purpose is to distribute Blackstone managed or affiliated products. BSP provides services to its Blackstone affiliates, not to investors in its funds, strategies or other products. BSP does not make any recommendation regarding, and will not monitor, any investment. As such, when BSP presents an investment strategy or product to an investor, BSP does not collect the information necessary to determine—and BSP does not engage in a determination regarding—whether an investment in the strategy or product is in the best interests of, or is suitable for, the investor. You should exercise your own judgment and/or consult with a professional advisor to determine whether it is advisable for you to invest in any Blackstone strategy or product. Please note that BSP may not provide the kinds of financial services that you might expect from another financial intermediary, such as overseeing any brokerage or similar account. For financial advice relating to an investment in any Blackstone strategy or product, contact your own professional advisor.

This website must be read in conjunction with BREIT’s prospectus in order to fully understand all the implications and risks of an investment in BREIT. Please refer to the prospectus for more information regarding state suitability standards and consult a financial professional for share class availability and appropriateness.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE PROSPECTUS FOR THE OFFERING, AS AMENDED AND SUPPLEMENTED (THE “PROSPECTUS”). THE OFFERING IS MADE ONLY BY THE PROSPECTUS AND THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY THE PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. IN ADDITION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.