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Item 9B. Other Information

3K characters. Original on sec.gov ·

Item 9B. Other Information

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Effective February 26, 2021, the Certificate of Incorporation of The Blackstone Group Inc. was amended and restated to: (a) rename the Class A common stock as “common stock,” which has the same rights and powers (including, without limitation, with respect to voting) that our Class A common stock formerly had, (b) reclassify the “Class B common stock” into a new “Series I preferred stock,” which has the same rights and powers that the Class B common stock formerly had, and (c) reclassify the Class C common stock into a new “Series II preferred stock,” which has the same rights and powers that the Class C common stock formerly had. The Bylaws of The Blackstone Group Inc. were also amended and restated to reflect the foregoing. Accordingly, there is now only one class of common stock of The Blackstone Group Inc.

The full text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this report and are incorporated herein by reference. The holder of our Class C common stock consented to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws on February 26, 2021 and, as a result of the elimination of our Class B common stock in connection with its reclassification, the consent of the holder of our Class B common stock to the adoption of the Amended and Restated Certificate of Incorporation was also received on February 26, 2021. No consent of the holders of the Class A common stock was required.

The Bylaws were also amended and restated to provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a breach of fiduciary duty owed by any of our current or former directors, officers, stockholders or employees to us or our stockholders, (c) any action asserting a claim against us arising under the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim against us that is governed by the internal affairs doctrine. Our amended and restated bylaws further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder. We believe the adoption of these forum selection provisions will benefit us and our stockholders by permitting these claims to be resolved by the courts with the greatest subject matter expertise and by reducing the likelihood that we will be required to litigate these claims in multiple jurisdictions, which would increase costs and could result in inconsistent or contrary rulings.

Part III.

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