Related Party Transactions and Arrangements | Related Party Transactions and Arrangements The Advisor and the SLP each hold an interest in the OP. See Note 19 — Non-Controlling Interests. During the nine months ended September 30, 2015 , the Company had investments in a real estate income fund managed by an affiliate of the Sponsor (see Note 6 — Investment Securities). There was no obligation to purchase any additional shares and the shares could have been sold at any time. The Company sold its investments in the real estate income fund during the three months ended September 30, 2015 . The Company recognized income on this investment of $0.1 million during the three and nine months ended September 30, 2015 , including the gain recognized on the sale of the investments. During the three and nine months ended September 30, 2014 , the Company recognized income of approximately $36,000 . The following table details revenues and accounts receivable from related parties at the Viceroy Hotel. Three Months Ended September 30, Nine Months Ended September 30, Receivable as of (In thousands) 2015 2014 2015 2014 September 30, 2015 December 31, 2014 Hotel revenues $ 25 $ 164 $ 110 $ 318 $ — $ 23 Fees Paid in Connection With the Operations of the Company Prior to October 12, 2014 (the "Termination Date"), the Advisor received an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment and, if the Advisor provided services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire assets, or that is assumed, directly or indirectly, in connection with the acquisition of assets, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available or outstanding under such financing or such assumed debt. Additionally, the Company reimbursed the Advisor for expenses incurred by the Advisor for services provided by third parties and acquisition expenses incurred by the Advisor directly from third parties. The total of all acquisition fees, acquisition expenses and any financing coordination fees with respect to the Company's portfolio of investments or reinvestments did not exceed 4.5% of the contract purchase price of the Company's portfolio as measured as of the Company's last property acquisition. On April 15, 2014, in conjunction with the Listing, the Company amended and restated its advisory agreement, by and among the Company, the OP and the Advisor, which, among other things, terminated the acquisition fee and financing coordination fee on the Termination Date, which was 180 days after the Listing. The Company amended and restated its advisory agreement again on June 26, 2015 (as amended from time to time, the "Advisory Agreement"), which, among other things, removed the 2%/25% Limitation (defined below). In the future, if the Company acquires additional properties, the Company will reimburse the Advisor for expenses incurred by the Advisor for services provided by third parties and acquisition expenses incurred by the Advisor directly from third parties, but will not pay acquisition fees or financing coordination fees. Until the Listing, the Company paid the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor a number of performance-based restricted, forfeitable partnership units of the OP designated as "Class B units" equal to a maximum 0.75% per annum of the cost of the Company's assets. The value of issued Class B units was determined and expensed when the vesting condition was met, which occurred as of the Listing. As of April 15, 2014, in aggregate, the board of directors had approved the issuance of 1,188,667 Class B units to the Advisor in connection with this arrangement. The Advisor received distributions on unvested Class B units equal to the per share dividends received on the Company's common stock. The vesting condition related to these Class B units was satisfied upon completion of the Listing, resulting in $11.5 million of expense on April 15, 2014, which was included in vesting of asset management fees expense in the consolidated statement of operations and comprehensive income (loss) and in non-controlling interest on the consolidated balance sheets. On April 15, 2014, the Class B units were converted to OP units on a one-to-one basis. As of the Listing, the asset management subordinated participation is no longer applicable. Instead an asset management fee became payable to the Advisor equal to 0.50% per annum of the cost of assets up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion . The asset management fee may be paid in the form of cash, OP units, and shares of restricted common stock of the Company, or a combination thereof, at the Advisor’s election. During the three and nine months ended September 30, 2015 and the period from the Listing to September 30, 2014 , the asset management fee was paid in cash. Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The Company also reimburses the Property Manager for property-level expenses. The Property Manager may subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property. The Company reimburses the Advisor's costs and expenses of providing services. Previously, reimbursement of costs and expenses was subject to the limitation that the Company would not reimburse the Advisor for any amount by which the Company's total operating expenses (as defined in the Advisory Agreement) for the four preceding fiscal quarters exceeded the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non cash reserves and excluding any gain from the sale of assets for that period (the "2%/25% Limitation"). Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives a separate fee. The 2%/25% Limitation was removed from the Advisory Agreement in connection with the amendment and restatement in June 2015. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. These fees are included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) during the period the service was provided. The following table details amounts incurred, forgiven and contractually due in connection with the operations related services described above as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, December 31, (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven 2015 2014 Acquisition fees and related cost reimbursements $ — $ — $ 3,350 $ — $ — $ — $ 3,350 $ — $ — $ — Financing coordination fees — — — — — — 2,363 — — — Ongoing fees: Asset management fees (1) 3,121 — 2,980 — 9,366 — 5,254 — 10 15 Transfer agent and other professional fees 448 — 392 — 902 — 2,019 — 347 560 Property management and leasing fees — 727 — 431 — 1,946 — 1,218 — — Distributions on Class B units — — — — — — 107 — — — Total related party operational fees and reimbursements $ 3,569 $ 727 $ 6,722 $ 431 $ 10,268 $ 1,946 $ 13,093 $ 1,218 $ 357 $ 575 ___________________________________________ (1) Prior to the Listing, the Company caused the OP to issue to the Advisor restricted performance based Class B units for asset management services, which vested as of the Listing. In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor agreed to waive certain fees including property management fees during the three and nine months ended September 30, 2015 and 2014 . Because the Advisor waived certain fees, cash flow from operations that would have been paid to the Advisor was available to pay dividends to stockholders. The fees that were waived were not deferrals and accordingly, will not be paid to the Advisor in any subsequent periods. Additionally, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's expenses. The following table details property operating and general and administrative expenses absorbed by the Advisor during the periods presented. These costs are presented net in the consolidated statements of operations and comprehensive income (loss). Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Property operating expenses absorbed $ — $ 623 $ — $ 623 General and administrative expenses absorbed — 377 — 1,418 Total expenses absorbed $ — $ 1,000 $ — $ 2,041 The Company had no receivables from the Advisor related to absorbed general and administrative expenses as of September 30, 2015 or December 31, 2014 . Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets In December 2013, the Company entered into a transaction management agreement with RCS Advisory Services, LLC, an entity under common control with the Dealer Manager, to provide strategic alternatives transaction management services through the occurrence of a liquidity event and a-la-carte services thereafter. The Company paid $3.0 million pursuant to this agreement. The Company incurred $1.5 million of expenses pursuant to this agreement during the nine months ended September 30, 2014 and the year ended December 31, 2013, including amounts for services provided in preparation for the Listing, which are included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive income (loss). The Company did not incur any expenses pursuant to this agreement during the three months ended September 30, 2014 or for the three and nine months ended September 30, 2015 . The Company does not owe the Dealer Manager any more fees pursuant to this agreement. In December 2013, the Company entered into an information agent and advisory services agreement with the Dealer Manager and American National Stock Transfer, LLC, an entity under common control with the Dealer Manager, to provide in connection with a liquidity event, advisory services, educational services to external and internal wholesalers, communication support as well as proxy, tender offer or redemption and solicitation services. The Company paid $1.9 million pursuant to this agreement. For the nine months ended September 30, 2014 , the Company incurred $1.3 million of expenses pursuant to this agreement, which included amounts for services provided in preparation for the Company's tender offer in April 2014 (the "Tender Offer"), and are included in additional paid-in capital on the accompanying consolidated balance sheets. The Company incurred $0.6 million in fees pursuant to this arrangement during the year ended December 31, 2013 which were included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive income (loss). The Company did not incur any expenses pursuant to this agreement during the three months ended September 30, 2014 or for the three and nine months ended September 30, 2015 . Thus, the Company does not owe the Dealer Manager any more fees pursuant to this agreement. In December 2013, the Company entered into an agreement with RCS Capital, the investment banking and capital markets division of the Dealer Manager, for strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company (ii) the possible listing of the Company’s securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Dealer Manager was entitled to a transaction fee equal to 0.25% of the transaction value in connection with the possible sale transaction, listing or acquisition. In April 2014, in connection with the Listing, the Company incurred and paid $6.9 million in connection with this agreement which were included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive income (loss). Thus, the Company does not owe the Dealer Manager any more fees pursuant to this agreement. During the nine months ended September 30, 2014 , the Company incurred $0.6 million of expenses to affiliated entities of the Advisor pertaining to general legal, marketing and sales services provided in connection with the Listing. These expenses are included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive income (loss). During the nine months ended September 30, 2014 , the Company also incurred approximately $9,000 of expenses to affiliated entities pertaining to general legal services provided in connection with the Tender Offer. The Company did not incur any expenses pursuant to this agreement during the three months ended September 30, 2014 or for the three and nine months ended September 30, 2015 . These expenses are included in additional paid-in capital on the accompanying consolidated balance sheets. As of September 30, 2015 and December 31, 2014 , there were no amounts payable to affiliated entities of the Advisor in accounts payable and accrued expenses on the accompanying consolidated balance sheets relating to the Listing or Tender Offer. For substantial assistance in connection with the sale of properties, the Company will pay the Advisor a property disposition fee not to exceed the lesser of 2.0% of the contract sale price of the property and 50% of the competitive real estate commission paid if a third party broker is also involved; provided, however that in no event may the property disposition fee paid to the Advisor when added to real estate commissions paid to unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a competitive real estate commission. For purposes of the foregoing, "competitive real estate commission" means a real estate brokerage commission for the purchase or sale of a property which is reasonable, customary and competitive in light of the size, type and location of the property. No such fees were incurred or paid for the three and nine months ended September 30, 2015 and 2014 . In connection with the Listing, the OP entered into the Listing Note. See Note 9 - Subordinated Listing Distribution Derivative. In connection with the Listing and the Advisory Agreement, the Company terminated the subordinated termination fee that would be due to the Advisor in the event of termination of the Advisory Agreement. In October 2014, the Company entered into separate transaction management agreements with Barclays Capital Inc. and the Dealer Manager as financial advisors to assist the board of the Company in evaluating strategic options to enhance long-term shareholder value, including a business combination involving the Company or a sale of the Company. In May 2015, the Company’s board of directors suspended the formal strategic alternatives process and the Company terminated its agreements with Barclays Capital Inc. and RCS Capital. The Company is no longer obligated to pay any transaction fees under either agreement. |