SEC Division of Corporation Finance no-action letter: Blackstone Real Estate Income Trust, Inc.

y' a1D~~~' UNITED STATES SECURITIES AND EXCHANGE COMMISSION " WASHINGTON, D.C. 20549 ~~~~~~ *~
DIVISION OF
CORPORATION FINANCE
September 12, 2016
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Via E-mail Andrew R. Keller, Esq. Simpson Thacher &Bartlett LLP 425 Lexington Avenue New York, NY 10017 Re: Blackstone Real Estate Income Trust, Inc. Request for No-Action Relief Under Rule 13e-4 Dear Mr. Keller:
We are responding to your letter dated September 12, 2016, addressed to Ted Yu and David Orlic, as supplemented by telephone conversations with the staff, regarding your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter. On the basis of the representations and the facts presented in your letter and your opinion that the proposed transaction does not constitute an issuer tender offer subject to Exchange Act Rule 13e-4, the Division of Corporation Finance will not recommend that the Securities and Exchange Commission take enforcement action under Rule 13e-4 if the Company repurchases shares from its stockholders under the Repurchase Plan in the manner described in your letter. In issuing this no-action letter, we considered the following facts, among others:

• All material information relating to the Repurchase Plan will be fully and timely
  disclosed to all stockholders. The terms of the Repurchase Plan will be fully disclosed in the prospectus as well as any prospectus used for subsequent offerings, and the NAV per share for each class will always be available on the Company's website and toll-free information line; The Company will not solicit repurchases under the Repurchase Plan other than through the prospectus for the Offering and prospectus supplements disclosing the Transaction Price and NAV per share of each class of shares. Stockholders desiring to request repurchase of all or a portion of their shares will do so of their own volition