Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
11. RELATED PARTY TRANSACTIONS |
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Advisory Agreement—Pursuant to our advisory agreement, the Advisor is entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. The Advisor has entered into a sub-advisory agreement with the Sub-advisor, which manages our day-to-day affairs and our portfolio of real estate investments on behalf of the Advisor, subject to the board's supervision and certain major decisions requiring the consent of both the Advisor and Sub-advisor. The expenses to be reimbursed to the Advisor and Sub-advisor will be reimbursed in proportion to the amount of expenses incurred on our behalf by the Advisor and Sub-advisor, respectively. |
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Organization and Offering Costs—Under the terms of the advisory agreement, we are to reimburse on a monthly basis the Advisor, the Sub-advisor or their respective affiliates for cumulative organization and offering costs and future organization and offering costs they may incur on our behalf but only to the extent that the reimbursement would not exceed 1.5% of gross offering proceeds over the life of our initial public offering. As of September 30, 2013, the Advisor, Sub-advisor and their affiliates have charged us approximately $22.3 million of organization and offering costs, and we have reimbursed $21.7 million of such costs, resulting in a net payable of $0.6 million. As of December 31, 2012, the Advisor, Sub-advisor and their affiliates had charged us approximately $7.2 million of organization and offering costs, and we had reimbursed $4.2 million of such costs, resulting in a net payable of $3.0 million. |
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Acquisition Fee—We pay the Advisor an acquisition fee related to services provided in connection with the selection and purchase or origination of real estate and real estate-related investments. The acquisition fee is equal to 1.0% of the cost of investments we acquire or originate, including any debt attributable to such investments. |
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Asset Management Fee— On February 4, 2013, we and the Operating Partnership entered into an Amended and Restated Advisory Agreement (the “A&R Advisory Agreement”) with the Advisor. The A&R Advisory Agreement provides that the asset management compensation structure contemplated in the previous advisory agreement between us and the Advisor (as discussed above) is eliminated effective October 1, 2012. Instead, we issue to the Advisor on a quarterly basis performance-based restricted partnership units of the Operating Partnership designated as “Class B units.” The Class B units will vest, and will no longer be subject to forfeiture, at such time as all of the following events occur: (x) the value of the Operating Partnership's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”); (y) any one of the following occurs: (1) the termination of the A&R Advisory Agreement by an affirmative vote of a majority of our independent directors without cause; (2) a listing event; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to us (the “service condition”). Such Class B units will be forfeited immediately if: (a) the A&R Advisory Agreement is terminated for cause; or (b) the A&R Advisory Agreement is terminated by an affirmative vote of a majority of our independent directors without cause before the economic hurdle has been met. The Class B units are participating securities that receive distributions at the same rates and dates as the distributions paid to our common stockholders. These distributions are calculated as the product of the number of unvested units issued to date and the stated distribution rate at the time such distribution is authorized. |
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On February 13, 2013, the Operating Partnership issued 59,245 Class B units to the Advisor under the A&R Advisory Agreement for the asset management services performed by the Advisor during the period from October 1, 2012 through December 31, 2012. On April 18, 2013, the Operating Partnership issued 104,372 Class B units to the Advisor under the A&R Advisory Agreement for the asset management services performed by the Advisor during the period from January 1, 2013 through March 31, 2013. On July 25, 2013, the Operating Partnership issued 155,773 Class B units to the Advisor under the A&R Advisory Agreement for the asset management services performed by the Advisor during the period from April 1, 2013 through June 30, 2013. On October 14, 2013, the Operating Partnership issued 212,991 Class B units to the Advisor under the A&R Advisory Agreement for the asset management services performed by the Advisor during the period from July 1, 2013 through September 30, 2013. These Class B units will not vest until the conditions referenced above have been met. Because we do not deem the vesting conditions to be probable, the units will not be recorded as equity or an obligation until the Class B units vest. |
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Prior to October 1, 2012, we paid the Advisor an asset management fee for the asset management services it provides pursuant to the advisory agreement. The asset management fee, payable monthly in arrears (based on assets we held during the previous month) was equal to 0.08333% of the sum of the cost of all real estate and real estate-related investments we owned and of our investments in joint ventures, including certain expenses and any debt attributable to such investments. However, the Advisor reimbursed all or a portion of the asset management fee for any applicable period to the extent that as of the date of the payment, our modified funds from operations (as defined in accordance with the then-current practice guidelines issued by the Investment Program Association with an additional adjustment to add back capital contribution amounts received from the Sub-advisor or an affiliate thereof, without any corresponding issuance of equity to the Sub-advisor or its affiliate), during the quarter were not at least equal to our declared distributions during the quarter. We could not avoid payment of an asset management fee by raising our distribution rate beyond $0.65 per share on an annualized basis. |
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The CBRE Investors continue to pay asset management fees in cash pursuant to the advisory agreement between the Joint Venture and the Advisor (the “JV Advisory Agreement”). |
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Financing Fee—We pay the Advisor or Sub-advisor a financing fee equal to 0.75% of all amounts made available under any loan or line of credit. |
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Disposition Fee—For substantial assistance by the Advisor, Sub-advisor or any of their affiliates in connection with the sale of properties or other investments, we will pay the Advisor or its assignee 2.0% of the contract sales price of each property or other investment sold. The conflicts committee of our board of directors will determine whether the Advisor, Sub-advisor or their respective affiliates have provided substantial assistance to us in connection with the sale of an asset. Substantial assistance in connection with the sale of a property includes the Advisor's or Sub-advisor's preparation of an investment package for the property (including an investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by the Advisor or Sub-advisor in connection with a sale. However, if we sell an asset to an affiliate, our organizational documents will prohibit us from paying the Advisor, the Sub-advisor or their respective affiliates a disposition fee. |
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General and Administrative Expenses—As of September 30, 2013 and December 31, 2012, we owed the Advisor, Sub-advisor and their affiliates $58,000 and $2,000, respectively, for general and administrative expenses paid on our behalf. As of September 30, 2013, the Advisor, Sub-advisor and their affiliates have not allocated any portion of their employees' salaries to general and administrative expenses. |
Summarized below are the fees earned by and the expenses reimbursable to the Advisor and the Sub-advisor, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and nine months ended September 30, 2013 and 2012 and any related amounts unpaid as of September 30, 2013 and December 31, 2012 (in thousands): |
| | For the Three Months Ended | | For the Nine Months Ended | | Unpaid Amount as of | |
| | September 30, | | September 30, | | September 30, | | December 31, | |
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | |
Acquisition fees | $ | 2,029 | | $ | 564 | | $ | 5,519 | | $ | 900 | | $ | 0 | | $ | 191 | |
Class B unit distribution(1) | | 41 | | | 0 | | | 69 | | | 0 | | | 17 | | | 0 | |
Asset management fees | | 250 | | | 480 | | | 748 | | | 995 | | | 83 | | | 248 | |
Asset management fees waived | | 0 | | | 268 | | | 0 | | | 546 | | | | | | | |
Asset management fees - net(2) | | 250 | | | 212 | | | 748 | | | 449 | | | 83 | | | 248 | |
Financing fees | | 289 | | | 304 | | | 2,384 | | | 382 | | | 0 | | | 0 | |
Disposition fees | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
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(1) | Represents the distributions paid to the Advisor and Sub-advisor as holders of Class B units of the Operating Partnership. |
(2) | Asset management fees are net of fees waived. The only amounts not waived since inception are those fees paid by the CBRE Investors. |
Subordinated Participation in Net Sales Proceeds—The Operating Partnership will pay to PE-ARC Special Limited Partner, LLC (the “Special Limited Partner”) a subordinated participation in the net sales proceeds of the sale of real estate assets equal to 15.0% of remaining net sales proceeds after return of capital contributions to stockholders plus payment to investors of a 7.0% cumulative, pre-tax, non-compounded return on the capital contributed by stockholders. The Advisor has a 15.0% interest and the Sub-advisor has an 85.0% interest in the Special Limited Partner. No sales of real estate assets occurred in the three and nine months ended September 30, 2013 and 2012. |
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Subordinated Incentive Listing Distribution—The Operating Partnership will pay to the Special Limited Partner a subordinated incentive listing distribution upon the listing of our common stock on a national securities exchange. Such incentive listing distribution is equal to 15.0% of the amount by which the market value of all of our issued and outstanding common stock plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to stockholders. |
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Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated incentive listing distribution. No subordinated incentive listing distribution was earned for the three and nine months ended September 30, 2013 and 2012. |
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Subordinated Distribution Upon Termination of the Advisor Agreement—Upon termination or non-renewal of the A&R Advisory Agreement, the Special Limited Partner shall be entitled to a subordinated termination distribution in the form of a non-interest bearing promissory note equal to 15.0% of the amount by which the cost of our assets plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to stockholders. In addition, the Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
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Property Manager—All of our real properties are managed and leased by Phillips Edison & Company Ltd. (the “Property Manager”), an affiliated property manager. The Property Manager is wholly owned by our Phillips Edison sponsor and was organized on September 15, 1999. The Property Manager also manages real properties acquired by the Phillips Edison affiliates or other third parties. |
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We pay to the Property Manager monthly property management fees equal to 4.5% of the gross cash receipts of the properties managed by the Property Manager. In the event that we contract directly with a non-affiliated third-party property manager with respect to a property, we will pay the Property Manager a monthly oversight fee equal to 1.0% of the gross revenues of the property managed. In addition to the property management fee or oversight fee, if the Property Manager provides leasing services with respect to a property, we pay the Property Manager leasing fees in an amount equal to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location of the applicable property. We reimburse the costs and expenses incurred by the Property Manager on our behalf, including legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties, as well as fees and expenses of third-party accountants. |
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If we engage the Property Manager to provide construction management services with respect to a particular property, we pay a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the property. |
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The Property Manager hires, directs and establishes policies for employees who have direct responsibility for the operations of each real property it manages, which may include, but is not limited to, on-site managers and building and maintenance personnel. Certain employees of the Property Manager may be employed on a part-time basis and may also be employed by the Sub-advisor or certain of its affiliates. The Property Manager also directs the purchase of equipment and supplies and will supervise all maintenance activity. |
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Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2013 and 2012 and any related amounts unpaid as of September 30, 2013 and December 31, 2012 (in thousands): |
| For the Three Months Ended | | For the Nine Months Ended | | Unpaid Amount as of | | |
| September 30, | | September 30, | | September 30, | | December 31, | | |
| 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | |
Property management fees | $ | 851 | | $ | 212 | | $ | 1,884 | | $ | 450 | | $ | 581 | | $ | 112 | | |
Leasing commissions | | 429 | | | 71 | | | 896 | | | 157 | | | 158 | | | 96 | | |
Construction management fees | | 84 | | | 10 | | | 160 | | | 20 | | | 50 | | | 18 | | |
Other fees and reimbursements | | 191 | | | 89 | | | 453 | | | 145 | | | 126 | | | -20 | | |
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Total | $ | 1,555 | | $ | 382 | | $ | 3,393 | | $ | 772 | | $ | 915 | | $ | 206 | | |
Dealer Manager—Our dealer manager is Realty Capital Securities, LLC (the “Dealer Manager”). The Dealer Manager is a member firm of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and was organized on August 29, 2007. The Dealer Manager is a subsidiary of an entity which is under common ownership with our AR Capital sponsor and provides certain sales, promotional and marketing services in connection with the distribution of the shares of common stock offered under our initial public offering. Excluding shares sold pursuant to the “friends and family” program, the Dealer Manager is generally paid a sales commission equal to 7.0% of the gross proceeds from the sale of shares of the common stock sold in the primary offering and a dealer manager fee equal to 3.0% of the gross proceeds from the sale of shares of the common stock sold in the primary offering. The Dealer Manager typically reallows 100% of the selling commissions and a portion of the dealer manager fee to participating broker-dealers. |
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Summarized below are the fees earned by the Dealer Manager for the three and nine months ended September 30, 2013 and 2012 (in thousands): |
| For the Three Months Ended | | For the Nine Months Ended | | | | | | | | |
| September 30, | | September 30, | | | | | | | | |
| 2013 | | 2012 | | 2013 | | 2012 | | | | | | | | |
Selling commissions | $ | 32,296 | | $ | 2,258 | | $ | 57,761 | | $ | 4,246 | | | | | | | | |
Selling commissions reallowed to participating broker dealers | | 32,296 | | | 2,258 | | | 57,761 | | | 4,246 | | | | | | | | |
Dealer manager fees | | 15,412 | | | 686 | | | 27,422 | | | 1,338 | | | | | | | | |
Dealer manager fees reallowed to participating broker dealers | | 5,381 | | | 230 | | | 9,585 | | | 439 | | | | | | | | |
Share Purchases by Sub-advisor—The Sub-advisor has agreed to purchase on a monthly basis sufficient shares sold in our public offering such that the total shares owned by the Sub-advisor is equal to at least 0.10% of our outstanding shares (excluding shares issued after the commencement of, and outside of, the initial public offering) at the end of each immediately preceding month. The Sub-advisor will purchase shares at a purchase price of $9.00 per share, reflecting no dealer manager fee or selling commissions being paid on such shares. The Sub-advisor may not sell any of these shares while serving as the Sub-advisor. |
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As of September 30, 2013, the Sub-advisor owned 110,529 shares of our common stock, or approximately 0.10% of our outstanding common stock. As of December 31, 2012, the Sub-advisor owned 23,061 shares of our common stock, or approximately 0.17% of our outstanding common stock. |