Equity | Note 16. Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will: (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of September 30, 2024, certain Earnout Shares have earned participating status as discussed in Earnout Shares below. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. See Earnout Shares— Footnote 16. Equity for the definition and additional information on the Contribution Agreement. The Fifth Operating Agreement authorizes the Company’s Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares. Distribution Reinvestment Plan The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date. As of September 30, 2024, the Company issued 3.4 million Class A shares, 0.6 million Class C shares, 1.7 million Class I shares, 0.1 million Class P-A shares, 3.2 million Class P-I shares, 4.2 thousand Class P-D shares, 1.8 million Class P-S shares, and 16.4 thousand Class P-T shares for a total of 10.8 million aggregate shares issued under the DRP. As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. As a result of the suspension of shareholders distributions and the DRP, shareholders will not be able to purchase additional shares through the DRP until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the shareholder distributions and the DRP. However, the Company can make no such assurances as to whether this will happen or the timing or terms of any recommencement. Share Repurchase Program The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase. The quarterly share repurchases limits for the SRP are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law. On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement. The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows: a. if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or b. if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO. Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of September 30, 2024 and December 31, 2023. Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of September 30, 2024 and December 31, 2023, and no compensation expense was recognized for the nine months ended September 30, 2024 and 2023. Earnout Shares On May 19, 2022, the Company completed a management internalization transaction (“the Acquisition”) pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). For additional information on the Acquisition, see Part II — Item 8. — Consolidated Financial Statements and Supplementary Data — Note 3. Acquisitions in our Annual Report on Form 10-K for the year ended December 31, 2023. The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of September 30, 2024, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, for the nine months ended September 30, 2024, a total of 0.3 million Tranche 1 Earnout Shares with a fair value of $2.7 million achieved the status of Participating Earnout Shares, which was reclassified from Contingent consideration, net of current portion to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $35.9 million and $42.3 million, respectively. The fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration, net of current portion to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, is included in General and administrative expense on the Consolidated Statements of Operations. As of September 30, 2024, none of the Company’s preferred shares were issued and outstanding. The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of September 30, 2024: (in thousands) Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Class EO (1) Total Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622 Shares issued through reinvestment of distributions during the period 105 25 64 9 291 1 155 2 — 652 Shares repurchased during the period (15) (17) — — (37) — (50) — — (119) Shares transferred during the period — — — — 11 — (11) — — — Other capital activity — — — — 6 — — — 173 179 Shares outstanding as of March 31, 2024 15,899 2,714 6,597 859 124,310 193 44,608 251 3,903 199,334 Shares issued through reinvestment of distributions during the period 36 9 20 4 99 — 49 1 — 218 Shares repurchased during the period (32) — (12) — (422) — — — (57) (523) Shares transferred during the period — — — — — — — — — — Other capital activity — — — — 6 — — — 147 153 Shares outstanding as of June 30, 2024 15,903 2,723 6,605 863 123,993 193 44,657 252 3,993 199,182 Shares issued through reinvestment of distributions during the period — — — — — — — — — — Shares repurchased during the period (19) (2) (23) (3) (22) — (33) — — (102) Shares transferred during the period — — — — 56 — (56) — — — Other capital activity — — — — 338 — — — 2 340 Shares outstanding as of September 30, 2024 15,884 2,721 6,582 860 124,365 193 44,568 252 3,995 199,420 (1) Class EO Other capital activity relates to shares that achieved participating earnout share status as discussed in Earnout Shares above. Distributions On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share. The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. Class of Share Distribution Period A C I P-A P-I P-D P-T P-S EO 1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ — 1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ — 1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ — 1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ — 1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ — 1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ — 1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ — 1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ — 1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ — 1-Jul-23 1-May-24 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 The following table reflects the distributions declared during the nine months ended September 30, 2024: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2024 $ 7,610 $ 1,787 $ 9,397 March 1, 2024 7,145 1,691 8,836 April 1, 2024 7,607 1,821 9,428 May 1, 2024 7,373 1,757 9,130 Total $ 29,735 $ 7,056 $ 36,791 The following table reflects the distributions declared during the nine months ended September 30, 2023: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2023 $ 7,386 $ 1,975 $ 9,361 March 1, 2023 6,679 1,777 8,456 March 31, 2023 7,420 1,942 9,362 May 1, 2023 7,114 1,888 9,002 June 1, 2023 7,373 1,934 9,307 July 3, 2023 7,145 1,871 9,016 August 1, 2023 7,232 1,926 9,158 September 1, 2023 7,226 1,935 9,161 October 2, 2023 7,003 1,873 8,876 Total $ 64,578 $ 17,121 $ 81,699 All distributions paid for the nine months ended September 30, 2024 and 2023 are expected to be reported as a return of capital to members for tax reporting purposes. |