Related Party Transactions and Arrangements | Related Party Transactions and Arrangements The Company entered into the Advisory Agreement with the Advisor on September 29, 2016. 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; provided, however, that if and when the aggregate purchase price for all investments acquired after the date of the Advisory Agreement reaches $600,000,000 , the Company’s obligation to pay acquisition fees to the Advisor shall terminate. The Company reimburses the Advisor for insourced 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. The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement. 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. The Company will reimburse the Advisor for expenses incurred related to administrative services such as accounting, legal and other services in accordance with the advisory agreement. Except as noted below, the Company did not make any payments to the Advisor for the three and nine months ended September 30, 2016 . Until September 29, 2016, the Former Advisor served as the Company’s advisor and the Company paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor. The Company also engaged in transactions with affiliates of the Former Advisor and AR Global. Until January 2016, the Company had been engaged in a public offering of its common shares, which was registered with the SEC (the “Offering”). Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the Offering through December 31, 2015. American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager ("ANST"), provided the Company with transfer agency services through February 2016. RCS Capital Corporation, the parent company of the Company's Former Dealer Manager and certain of its affiliates that provided the Company with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which they were under common control with AR Global. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. Share Ownership As of September 30, 2016 and December 31, 2015 , entities wholly-owned by AR Global owned 52,771 and 8,888 shares of the Company’s outstanding common stock, respectively. Fees Paid to Affiliates of AR Global in Connection with the Offering Prior to the termination of the Offering, the Former Dealer Manager received fees and compensation in connection with the sale of the Company’s common stock in the Offering. The Former Dealer Manager received a selling commission of up to 7% of the per share purchase price of the Company's offering proceeds before reallowance of commissions earned by soliciting dealers. In addition, the Former Dealer Manager received up to 3% of the gross proceeds from the sale of shares, before reallowance to soliciting dealers, as a dealer manager fee. The Former Dealer Manager was permitted to reallow its dealer manager fee to such soliciting dealers. The predecessor to AR Global was a party to a services agreement with RCS Advisory Services, LLC, ("RCS Advisory") a subsidiary of the parent company of the Former Dealer Manager, pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided to the Company by RCS Advisory. The Company was also party to a transfer agency agreement with ANST, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. Subsequently, effective February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., a third-party and its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). The table below shows the compensation and reimbursement to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager incurred for services relating to the Offering during the three and nine months ended months ended September 30, 2016 and 2015 , respectively, and the associated payable as of September 30, 2016 and December 31, 2015 , respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2016 2015 2016 2015 September 30, 2016 December 31, 2015 Total commissions and fees incurred from the Former Dealer Manager $ — $ 9,932 $ — $ 30,700 $ — $ — Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager $ — $ 1,957 $ — $ 5,805 $ 480 $ 480 The payables as of September 30, 2016 and December 31, 2015 in the table above are included in "Due to affiliates" on the Company's consolidated balance sheets. The fees incurred are recorded within additional paid in capital line in the consolidated balance sheets. The Company is responsible for organizational and offering costs from the Offering, excluding commissions and Former Dealer Manager fees, up to a maximum of 2.0% of gross proceeds from its 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, 2016 and December 31, 2015, organizational and offering costs exceeded 2.0% of cap of gross proceeds received from the Offering by $0.8 million and $0.8 million , respectively which has been recorded in Additional Paid-In Capital of the Company's consolidated financial statements as the Former Advisor has not reimbursed the Company for these costs. Subsequent to September 30, 2016 , these amounts were reimbursed to the Company. Fees Paid to Former Advisor in Connection with the Operations of the Company The Former Advisor received 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 reimbursed the Former Advisor for expenses incurred by the Former 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. During the three and nine months ended September 30, 2016 , acquisition fees of $0.3 million and $0.6 million and for three and nine months ended September 30, 2015 , acquisition fees of $1.8 million and $6.0 million , respectively, have been recognized in Acquisition fees within the consolidated statement of operations. In addition, for the three and nine months ended September 30, 2015 the Company capitalized $0.5 million and $2.2 million , of acquisition expenses in Commercial mortgage loans line within the Company's consolidated balance sheets, which will be amortized over the life of each investment using the effective interest method. The Company did not capitalize any acquisitions expenses for the three and nine months ended September 30, 2016 . The Company paid the Former Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 0.75% of the cost of the Company's assets. The asset management fee was 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 Former Advisor in accordance with the Company's valuation guidelines). During the three and nine months ended September 30, 2016 , the Company incurred $2.3 million and $7.1 million , respectively, in asset management fees. The total asset management fees were incurred to both the Former Advisor and the Advisor, the Former Advisor receiving $2.3 million and $7.1 million , while the amount payable to the Advisor is $26.4 thousand for the three and nine months ended , respectively. During the three and nine months ended 2015 , the Company incurred $1.9 million and $2.4 million in asset management fees, respectively, all of which were attributable to the Former Advisor. These asset management fees are recorded in Asset management and subordinated performance fee within the consolidated statement of operations. 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 paid the Former 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 Former Advisor was be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Former Advisor exceed 10.0% of the aggregate total return for such year. The Company did not incur an annual subordinated performance fee during the three and nine months ended September 30, 2016 . In the June 30, 2016 Form 10-Q filed with the SEC on August 11, 2016 the Company recorded an annual subordinated performance fee of $1.3 million for the six months ended June 30, 2016. This amount has been reversed as the Company determined that as of the date the advisory agreement with the Former Advisor was terminated, the conditions necessary for payment of the annual subordinated performance fee for 2016 had not been satisfied. During the three and nine months ended September 30, 2015 , the Company incurred an annual subordinated performance fee of $0.6 million and $1.4 million , respectively. These subordinated performance fees are recorded in Asset management and subordinated performance fee within the statement of operations. Effective June 1, 2013, the Company entered into an agreement with the Former 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 a one-time $0.9 million fee associated with this agreement and amortized the cost over the estimated life of the Offering into Other expenses on the Company's consolidated statements of operations. For period ending December 31, 2015 , the Company had approximately $6,000 of unamortized cost. There was no remaining unamortized cost as of September 30, 2016 and these services are no longer being provided. 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, 2016 and 2015 and the associated payable as of September 30, 2016 and December 31, 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2016 2015 2016 2015 September 30, 2016 December 31, 2015 Acquisition fees and expenses (1) $ 255 $ 572 $ 635 $ 8,441 $ 28 $ 55 Administrative services expenses 2,480 — — 3,835 — 1,500 — Advisory and investment banking fee — 14 6 42 — — Asset management and subordinated performance fee 1,066 2,405 7,091 3,741 758 3,792 Other related party expenses 6 — 56 — 32 — Total related party fees and reimbursements $ 3,807 $ 2,991 $ 11,623 $ 12,224 $ 2,318 $ 3,847 ________________________ 1 Includes amortization of capitalized acquisition fees and expenses. The payables as of September 30, 2016 and December 31, 2015 in the table above are included in "Due to affiliates" on the Company's consolidated balance sheets. In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Former Advisor could elect to waive certain fees. The Former 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 three and nine months ended September 30, 2015 , respectively. The Company did not purchase any CMBS positions during the three and nine months ended September 30, 2016 as such did not incur any acquisition fees and expenses for CMBS purchases. Subject to the limitations outlined below, the Company reimbursed the Former 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 did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received acquisition fees or disposition fees. For the three and nine months ended September 30, 2016 , the Company incurred $2.5 million and $3.8 million of administrative costs in connection with the operations of the Company, which is included in "Administrative services expenses" in the consolidated statements of operations. The Company did not incur such expenses for the three and nine months ended September 30, 2015 . The Former Advisor was required to pay any expenses in which the Company's 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 for such expense year. For the preceding four fiscal quarters, the Company did not exceed the greater of the two aforementioned criteria as of September 30, 2016 . Fees Paid to the Former Advisor in Connection with the Listing of the Company's Common Stock or Termination of the Advisory Agreement On December 30, 2014, the Company issued 1,000 convertible shares to the Former Advisor for $ 1.00 per share. The convertible shares issued to the Advisor would convert to shares of the Company’s common stock upon the first to occur of any of the Triggering Events described in Note 7. Subsequent to September 30, 2016 , the Company determined that as a result of the termination of the advisory agreement between the Former Advisor and the Company a Triggering Event had occurred and, based on the Company’s determination of the enterprise value of the Company on the date of the Triggering Event, the total distributions paid to the Company’s stockholders through the date of the Triggering Event, and the sum of the Company's stockholders’ invested capital as of the date of the Triggering Event, that the convertible shares converted into a number of common shares equal to zero. As a result, the convertible shares that were issued to the Former Advisor have been extinguished and no common shares were issued in connection with the conversion. During the three and nine months ended September 30, 2016 and 2015 , 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. |