Members' Equity | Note 7. Members’ Equity General Pursuant to the terms of the LLC Agreement, the company may issue up to 400,000,000 shares, of which 350,000,000 shares are designated as Class A, C, I, P-A and P-I shares (collectively, common shares), and 50,000,000 are designated as preferred shares and one special unit. Each class of common shares will have the same voting rights. The following were the commissions and fees for each common share class in connection with the company’s continuous public offering pursuant to a Registration Statement on Form S-1 (File No. 333-211571) which terminated on March 29, 2019 as well as the private offering of Class P-A. Class A: Each Class A share is subject to a selling commission of up to 7.00% per share and a dealer manager fee of up to 2.75% per share. No selling commissions or dealer manager fees are paid for sales pursuant to the dividend reinvestment plan. Class C: Each Class C share issued in the primary offering is subject to a selling commission of up to 3.00% per share and a dealer manager fee of up to 2.75% per share. In addition, with respect to Class C shares, the company pays the dealer manager a monthly distribution fee, or “distribution fee”, that accrues daily equal to 1/365th of 0.80% of the amount of the daily net asset value for the Class C shares on a continuous basis from year to year. No selling commissions or dealer manager fees are paid for sales pursuant to the DRP. Class I and Class P-I: No selling commission or distribution fee will be paid for sales of any Class I and Class P-I shares. Each Class I share is subject to a dealer manager fee of up to 1.75% per share. Class P-A: Class P-A shares were converted into Class P-I shares during the quarter ended June 30, 2017 and were not offered for sale for the period through April 15, 2018. Effective April 16, 2018, Class P-A shares were again offered with a selling commission of up to 6% and a dealer manager fee of up to 2.50%. The Class P-A shares are no longer offered for sale. The following table is a summary of the shares issued and repurchased during the period and outstanding as of March 31, 2019: Shares Outstanding as of December 31, 2018 Shares Issued During the Period Shares Repurchased During the Period Shares Outstanding as of March 31, 2019 Class A shares 16,714,738 715,441 (81,886 ) 17,348,293 Class C shares 2,222,478 445,857 (2 ) 2,668,333 Class I shares 6,209,416 483,460 (28,859 ) 6,664,017 Class P-A shares 15,478 2,631 — 18,109 Class P-I shares 11,841,392 2,989,124 (31,186 ) 14,799,330 37,003,502 4,636,513 (141,933 ) 41,498,082 The following table is a summary of the shares issued during the period and outstanding as of December 31, 2018: Shares Outstanding as of December 31, 2017 Shares Issued During the Period Shares Repurchased During the Period Shares Outstanding as of December 31, 2018 Class A shares 13,857,830 3,279,887 (422,979 ) 16,714,738 Class C shares 1,431,999 798,080 (7,601 ) 2,222,478 Class I shares 4,511,832 1,757,365 (59,781 ) 6,209,416 Class P-A shares — 15,478 — 15,478 Class P-I shares 3,387,568 8,469,305 (15,481 ) 11,841,392 23,189,229 14,320,115 (505,842 ) 37,003,502 The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the three months ended March 31, 2019 and March 31, 2018 were as follows: Class A Shares Class C Shares Class I Shares Class P-A Shares Class P-I Shares Total For the three months Proceeds from Shares Sold $ 5,255,615 $ 3,651,717 $ 3,709,006 $ 22,875 $ 26,280,294 $ 38,919,507 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,039,458 $ 169,735 $ 538,393 $ — $ — $ 1,747,586 For the three months Proceeds from Shares Sold $ 5,167,140 $ 1,346,623 $ 3,721,187 $ — $ 6,865,814 $ 17,100,764 Proceeds from Shares Issued through Reinvestment of Distributions $ 864,701 $ 105,802 $ 396,998 $ — $ — $ 1,367,501 As of March 31, 2019, and December 31, 2018, none of the LLC’s preferred shares were issued and outstanding. The LLC Agreement authorizes the 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 board of directors. The LLC Agreement also authorizes the 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 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. The Special Unitholder will hold the special unit in the company. Refer to Note 5 for the terms of the special unit. The proceeds related to the shareholder receivable amount of $262,000 presented on the Consolidated Statements of Assets and Liabilities as of March 31, 2019 were subsequently collected on April 1, 2019. Distribution Reinvestment Plan The company adopted the DRP through which the company’s Class A, C and I shareholders may elect to purchase additional shares with distributions from the company rather than receiving the cash distributions. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the company’s public offering. As of March 31, 2019, and December 31, 2018, $50,000,000 in shares were allocated for use in the DRP. During this offering, the purchase price of shares purchased through the DRP will be at a price equal to the net offering price per share, calculated consistently with the methodology used during then continuous public offering. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares purchased pursuant to the DRP except for distribution fees on Class C shares issued under the DRP. At its discretion, the board of directors may amend, suspend, or terminate the DRP. A participant may terminate participation 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 March 31, 2019 and December 31, 2018, 1,903,863 and 1,703,374 shares, respectively, were issued under the DRP. Share Repurchase Program During the quarter ended September 30, 2015, the company commenced a share repurchase program, or “share repurchase program”, pursuant to which quarterly share repurchases will be conducted, on up to approximately 5% of the weighted average number of outstanding shares in any 12-month period, to allow members who hold Class A, C, I, P-A (commencing as of April 16, 2018) or P-I shares (commencing as of October 1, 2017) to sell shares back to the company at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares. The company is not obligated to repurchase shares and the board of directors may terminate the share repurchase program at its sole discretion. The share repurchase program includes numerous restrictions that will limit a shareholder’s ability to sell shares. Unless the board of directors determines otherwise, the company limits the number of shares to be repurchased during any calendar year to the number of shares the company can repurchase with the proceeds received from the sale of shares under the DRP. At the sole discretion of the board of directors, the company may also use cash on hand, cash available from borrowings and cash from liquidation of investments to repurchase shares. In addition, the company plans to limit repurchases in each fiscal quarter to 1.25% of the weighted average number of shares outstanding in the prior four fiscal quarters. For the three months ended March 31, 2019, the company repurchased 81,886 Class A shares, 2 Class C shares, 28,859 Class I shares, and 31,186 Class P-I shares at a total purchase price of $711,343, $24, $250,700, and $273,217, respectively, pursuant to the company’s share repurchase program. For the three months ended March 31, 2018, the company repurchased 50,389 Class A shares, 3,064 Class C shares, 17,001 Class I and 9,743 Class P-I shares at a total purchase of $444,735, $26,247, $149,863 and $85,837, respectively, pursuant to the company’s share repurchase program. We have received an order for our repurchase program from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, our repurchase program 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. |