Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of September 30, 2015 and December 31, 2014 , an entity wholly-owned by the Sponsor owned 8,888 shares of the Company’s outstanding common stock and the Advisor owned 1,000 shares of the Company's convertible stock. Fees Paid in Connection with the Offering The Dealer Manager receives fees and compensation in connection with the sale of the Company’s common stock in the Offering. The Dealer Manager receives a selling commission of up to 7.0% of the per share purchase price of the Company's offering proceeds before reallowance of commissions earned by soliciting dealers. In addition, the Dealer Manager receives up to 3.0% of the gross proceeds from the sale of shares, before reallowance to soliciting dealers, as a dealer manager fee. The Dealer Manager may reallow its dealer manager fee to such soliciting dealers. A soliciting dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such soliciting dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). The table below shows the fees incurred from the Dealer Manager associated with the Offering during the three and nine months ended September 30, 2015 and 2014 , respectively, and the associated payable as of September 30, 2015 and December 31, 2014 , respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, 2015 December 31, 2014 Total commissions and fees incurred from the Dealer Manager $ 9,932 $ 12,568 $ 30,700 $ 23,395 $ 240 $ 119 The Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager receive compensation and reimbursement for services relating to the Offering. An affiliate of the Company, RCS Advisory Services, LLC ("RCS"), is an entity under common control with the Sponsor. RCS performs legal, compliance and marketing services for the Company. An affiliate of the Company, American National Stock Transfer, LLC (the "Transfer Agent"), is an entity under common control with the Sponsor. The Transfer Agent provides the Company with transfer agent, registrar and supervisory services. An affiliate of the Company, SK Research, LLC ("SK Research"), is an entity under common control with the Sponsor. SK Research provides broker-dealers and financial advisors with the research, critical thinking and analytical resources necessary to evaluate the viability, utility and performance of investment programs. The table below shows the compensation and reimbursement to the Advisor, its affiliates and entities under common control with the Advisor and the Dealer Manager incurred for services relating to the Offering during the three and nine months ended September 30, 2015 and 2014 , respectively, and the associated payable as of September 30, 2015 and December 31, 2014 , respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, 2015 December 31, 2014 Total compensation and reimbursement for services provided by the Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager $ 1,957 $ 466 $ 5,805 $ 1,277 $ 263 $ 1,725 The payables as of September 30, 2015 and December 31, 2014 in the table above are included in "due to affiliate" on the Company's condensed consolidated balance sheets. The Company is responsible for organizational and offering costs from the ongoing Offering, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds from its ongoing Offering of common stock, measured at the end of the Offering. Organizational and offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor's responsibility. As of September 30, 2015 , organizational and offering costs exceeded the 2.0% cap of gross proceeds received from the Offering by $0.1 million . Fees Paid in Connection with the Operations of the Company The Advisor receives an acquisition fee of 1.0% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities. The Company reimburses the Advisor for expenses incurred by the Advisor on behalf of the Company related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments. In no event will the total of all acquisition fees and acquisition expenses exceed 4.5% of the principal amount funded with respect to the Company's total portfolio including subsequent fundings to investments in the Company's portfolio. During the nine months ended September 30, 2015 and 2014 , acquisition fees of $6.0 million and $2.9 million , respectively, have been recognized in the condensed consolidated statement of operations. In addition, over the same periods, the Company capitalized $2.2 million and $0.9 million , respectively, of acquisition expenses to the Company's condensed consolidated balance sheets, which will be amortized over the life of each investment using the effective interest method. The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 0.75% of the cost of the Company's assets. Commencing on the NAV pricing date, the asset management fee will be based on the lower of the cost of the Company's assets and the fair value of the Company's assets (fair value will consist of the market value of each portfolio investment as determined by the Advisor in accordance with the Company's valuation guidelines). During the nine months ended September 30, 2015 and 2014 , the Company incurred $2.4 million and $0.0 million in asset management fees, respectively. Prior to June 17, 2015, the amount of the asset management fee was reduced to the extent that funds from operations as defined by the National Association of Real Estate Investment Trusts ("FFO"), as adjusted, during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee was payable, was less than distributions declared during the same period. For purposes of this determination, FFO, as adjusted, is FFO adjusted to (i) include acquisition fees and acquisition expenses; (ii) include non-cash restricted stock grant amortization, if any; and (iii) impairments and loan loss reserves on investments, if any (including commercial mortgage loans and other debt investments). FFO, as adjusted, is not the same as FFO. The Company will pay the Advisor, an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Advisor exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the Company's return on stockholders’ capital exceeding 6.0% per annum. During the nine months ended September 30, 2015 and 2014 , the Company incurred an annual subordinated performance fee of $1.4 million and $0.4 million , respectively. Effective June 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. The Company prepaid the cost of $0.9 million associated with this agreement and amortizes the cost over the estimated life of the Offering into "Other expenses" on the Company's condensed consolidated statement of operations. The unamortized cost associated with this agreement is included in "Prepaid expenses and other assets" on the Company's condensed consolidated balance sheet. The table below depicts related party fees and reimbursements in connection with the operations of the Company for the three and nine months ended September 30, 2015 and 2014 and the associated payable as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, 2015 December 31, 2014 Acquisition fees and expenses (*) $ 572 $ 2,657 $ 8,441 $ 4,349 $ 19 $ — Advisory and investment banking fee 14 135 42 405 — — Asset management and subordinated performance fee 2,405 414 3,741 414 3,381 191 Total related party fees and reimbursements $ 2,991 $ 3,206 $ 12,224 $ 5,168 $ 3,400 $ 191 ________________________ * Includes amortization of capitalized acquisition fees and expenses. The payables as of September 30, 2015 and December 31, 2014 in the table above are included in "due to affiliate" on the Company's condensed consolidated balance sheets. In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. The Advisor permanently waived a portion of the acquisition fees and expenses earned on the acquisition of the Company's CMBS in the amount of $0.1 million and $0.5 million for the nine months ended September 30, 2015 and 2014 , respectively. Subject to the limitations outlined below, the Company will reimburse the Advisor's cost of providing administrative services and personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or disposition fees. For the nine months ended September 30, 2015 and 2014 , no administrative costs of the Advisor were reimbursed for any period in connection with the operations of the Company. The Advisor must pay any expenses in which the Company's total operating expenses as defined by North American Securities Administrators Association at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets or (ii) 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, unless a majority of the Company's independent directors determine the excess expenses were justified based on unusual and nonrecurring factors. The Advisor at its election may also contribute capital to enhance the Company’s cash position for working capital and distribution purposes. Any contributed capital amounts are not reimbursable to the Advisor. Further, any capital contributions are made without any corresponding issuance of common or preferred shares. The Advisor did not contribute capital to enhance the Company's cash position for working capital or distribution purposes during the nine months ended September 30, 2015 or 2014 . Fees Paid in Connection with the Liquidation of Assets, Listing of the Company's Common Stock or Termination of the Advisory Agreement The Company will pay a disposition fee of 1.0% of the contract sales price of each commercial mortgage loan or other investment sold, including CMBS or CDOs issued by a subsidiary of the Company as part of a securitization transaction. The Company will not be obligated to pay a disposition fee upon the maturity, prepayment, workout, modification or extension of commercial real estate debt unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, it will pay a disposition fee upon the sale of such property. On December 30, 2014, the Company issued 1,000 convertible shares to the Advisor for $ 1.00 per share. The convertible shares issued to the Advisor will automatically convert to shares of the Company’s common stock upon the first to occur of any of the Triggering Events described in Note 7. During the nine months ended September 30, 2015 and 2014 , no fees were paid in connection with the liquidation of assets, listing of the Company's common stock or termination of the advisory agreement. The Company has also established a restricted share plan for the benefit of employees, directors, employees of the Advisor and its affiliates. |