Organization | 9 Months Ended |
Sep. 30, 2014 |
Organization [Abstract] | ' |
Organization | ' |
1 | Organization |
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Lightstone Value Plus Real Estate Investment Trust II, Inc. (the "Lightstone REIT II") is a Maryland corporation formed on April 28, 2008, which has qualified as a real estate investment trust ("REIT") for U.S. federal income tax purposes since its taxable year ending December 31, 2009. The Lightstone REIT II was formed primarily for the purpose of engaging in the business of investing in and owning commercial and residential real estate properties located principally in North America, as well as other real estate-related securities, such as collateralized debt obligations, commercial mortgage-backed securities and mortgage and mezzanine loans secured, directly or indirectly, by the same types of properties which it may acquire directly. |
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The Lightstone REIT II is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business is and will be conducted through Lightstone Value Plus REIT II LP (the "Operating Partnership"), a Delaware limited partnership formed on April 30, 2008. |
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The Lightstone REIT II and the Operating Partnership are collectively referred to as the "Company" and the use of "we," "our," "us" or similar pronouns refers to the Lightstone REIT II, its Operating Partnership or the Company as required by the context in which such pronoun is used. |
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The Company's sponsor is David Lichtenstein ("Lichtenstein"), who does business as The Lightstone Group (the "Sponsor") and majority owns the limited liability company of that name. The Company's advisor is Lightstone Value Plus REIT II LLC (the "Advisor"), which is wholly owned by our Sponsor. |
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The Company's registration statement on Form S-11, pursuant to which it offered to sell up to 51,000,000 shares of its common stock at a price of $10.00 per share, subject to certain volume discounts, (exclusive of 6,500,000 shares which were available pursuant to its distribution reinvestment plan (the "DRIP") at an initial purchase price of $9.50 per share and 255,000 shares which were reserved for issuance under its Employee and Director Incentive Restricted Share Plan), was declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 on February 17, 2009, and on April 24, 2009 the Company commenced its initial public offering of common stock (the "Offering"). The Offering, which terminated on August 15, 2012, raised aggregate gross proceeds of approximately $49.8 million from the sale of approximately 5.0 million shares of common stock. After allowing for the payment of approximately $5.2 million in selling commissions and dealer manager fees and $4.5 million in organization and other offering expenses, the Offering generated aggregate net proceeds of approximately $40.1 million. In addition, through August 15, 2012 (the termination date of the Offering), the Company had issued approximately 0.3 million shares of common stock under its DRIP, representing approximately $2.9 million of additional proceeds. |
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The Company's registration statement on Form S-11 (the "Follow-On Offering"), pursuant to which it is offering to sell up to 30,000,000 shares of its common stock for $10.00 per share, subject to certain volume discounts (exclusive of 2,500,000 shares available pursuant to its DRIP at an initial purchase price of $9.50 per share and 255,000 shares reserved for issuance under its Employee and Director Incentive Restricted Share Plan) was declared effective by SEC under the Securities Act of 1933 on September 27, 2012. The Follow-On Offering, which terminated on September 27,2014 raised aggregate gross proceeds of approximately $127.5 million from the sale of approximately 12.8 million shares of common stock. After allowing for the payment of approximately $11.5 million in selling commissions and dealer manager fees and $3.9 million in organization and other offering expenses, the Follow-On Offering generated aggregate net proceeds of approximately $112.1 million. |
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Our DRIP Registration Statement on Form S-3D was filed and became effective under the Securities Act of 1933 on September 26, 2014. As of September 30, 2014, 6.0 million shares remain available for issuance under our DRIP. |
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Effective September 27, 2012, Orchard Securities, LLC ("Orchard Securities") became the Dealer Manager of the Company's Follow-On Offering. |
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As of September 30, 2014, the Advisor owned 20,000 shares of common stock which were issued on May 20, 2008 for $200, or $10.00 per share. In addition, as of September 30, 2009, the Company had reached the minimum offering under its Offering by receiving subscriptions of its common shares, representing gross offering proceeds of approximately $6.5 million, and effective October 1, 2009 investors were admitted as stockholders and the Operating Partnership commenced operations. Through September 27, 2014(the termination date of the Follow-On Offering), cumulative gross offering proceeds of $177.3 million were released to the Company. The Company invested the proceeds received from the Offering and from the Advisor in the Operating Partnership, and as a result, held a 99.9% general partnership interest as of September 30, 2014 in the Operating Partnership's common units. |
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The Company's shares of common stock are not currently listed on a national securities exchange. The Company may seek to list its shares of common stock for trading on a national securities exchange only if a majority of its independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any market for its shares of common stock until they are listed for trading. In the event the Company does not obtain listing prior to the tenth anniversary of the completion or termination of its Offering, its charter requires that the Board of Directors must either (i) seek stockholder approval of an extension or amendment of this listing deadline; or (ii) seek stockholder approval to adopt a plan of liquidation of the corporation. |
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Noncontrolling Interests |
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The noncontrolling interests consist of (i) parties of the Company that hold units in the Operating Partnership and (ii) certain interests in LVP Metairie JV LLC, LVP East Rutherford LLC, LVP TPS Little Rock Holdings LLC and LVP TPS Fayetteville Holdings LLC which are not owned by the Company. |
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Partners of Operating Partnership |
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On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. The limited partner has the right to convert operating partnership units into cash or, at the option of the Company, an equal number of common shares of the Company, as allowed by the limited partnership agreement. |
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Lightstone SLP II LLC, which is wholly owned by the Company's Sponsor committed to purchase subordinated profits interests in the Operating Partnership ("Subordinated Profits Interests") at a cost of $100,000 per unit for each $1.0 million in subscriptions up to ten percent of the proceeds from the primary shares under the Offering and the Follow-On Offering on a semi-annual basis beginning with the quarter ended June 30, 2010. Lightstone SLP II LLC had the option to purchase the Subordinated Profits Interests with either cash or an interest in real property of equivalent value. |
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From our inception through September 30, 2014, the Company's Sponsor has made cash contributions of $2.4 million and elected to contribute equity interests totaling 48.6% in Brownmill, LLC ("Brownmill"), which were valued at $4.8 million, in exchange for a total of 72.0 Subordinated Profits Interests with an aggregate value of $7.2 million. See Note 4 for additional information on Brownmill. |