Related Party Transactions and Arrangements | 12 Months Ended |
Dec. 31, 2014 |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements |
As of December 31, 2014, the Special Limited Partner owned 8,888 shares of the Company’s outstanding common stock. The Advisor and its affiliates are entitled to a variety of fees, and may incur and pay costs and fees on behalf of the Company for which they are entitled to reimbursement. The Company had a payable due to affiliates related to operating and Offering costs of $7.0 million and $0.6 million as of December 31, 2014 and December 31, 2013, respectively. |
Fees Paid in Connection with the Offering |
The Dealer Manager is paid fees and compensation in connection with the sale of the Company's common stock in the Offering. The Dealer Manager is paid 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 participating broker-dealers. In addition, the Dealer Manager is paid up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to participating broker-dealers. Alternatively, a participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares by such participating broker 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. |
The table below shows the fees incurred from and payable to the Dealer Manager for the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Total commissions and fees incurred from the Dealer Manager | | $ | 24,099 | | | $ | — | | | $ | 153 | | | $ | — | |
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The Company had a receivable from the Dealer Manager for proceeds from the IPO of $1.6 million as of December 31, 2014 which is recorded in prepaid expenses and other assets on the Company's consolidated/combined balance sheets. No amount were receivable as of December 31, 2013. |
The Advisor and its affiliates are paid compensation and/or receive reimbursement for services relating to the Offering, including transfer agency services provided by an affiliate of the Dealer Manager. The Company is responsible for Offering and related costs up to a maximum of 2.0% of gross proceeds received from the Offering, measured at the end of the Offering. Offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor’s responsibility. As of December 31, 2014 and December 31, 2013, Offering and related costs exceeded 2.0% of gross proceeds received from the Offering by $2.4 million and $1.5 million, respectively, due to the ongoing nature of the Offering. |
All Offering costs incurred by the Company or its affiliated entities on behalf of the Company have been charged to additional paid-in capital on the accompanying consolidated/combined balance sheets. Offering costs were reclassified from deferred costs to stockholders’ equity when the Company commenced its Offering, and included all expenses incurred by the Company in connection with its Offering as of such date. As of December 31, 2013, such costs totaled $1.5 million. The table below shows compensation and reimbursements incurred and payable to the Advisor and its affiliates for services relating to the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated amounts payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Total compensation and reimbursement for services provided by the Advisor and its affiliates relating to the Offering | | $ | 3,915 | | | $ | 644 | | | $ | 1,885 | | | $ | 644 | |
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In addition to the above, the Company incurred Offering related expenses at the Georgia Tech Hotel, in which the Company owns the leasehold interest. The table below shows the fees incurred from and payable to Georgia Tech Hotel during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Total offering related costs incurred to leased hotel | | $ | 60 | | | $ | — | | | $ | 60 | | | $ | — | |
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Fees Paid in Connection With the Operations of the Company |
Fees Paid to the Advisor |
The Advisor receives an acquisition fee of 1.5% of the contract purchase price of each acquired property and 1.5% of the amount advanced for any loan or other investment. The Advisor may also be reimbursed for expenses incurred in the process of acquiring properties, in addition to third-party costs the Company may pay directly to, or reimburse the Advisor for. Additionally, the Company may reimburse the Advisor for legal expenses it or its affiliates directly incur in the process of acquiring properties in an amount not to exceed 0.1% of the contract purchase price of the Company’s assets acquired. Once the proceeds from the Offering have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) may not exceed 1.9% of the contract purchase price, for any new investments, including reinvested proceeds, and the amount advanced for any loan or other investment, for all assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) payable with respect the Company's portfolio exceed 4.5% of the contract purchase price or 4.5% of the amount advanced for a loan or other investment, in the aggregate for all Company investments. |
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor or its assignees a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. |
The table below depicts the acquisition and financing coordination fees charged by the Advisor in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Acquisition fees | | $ | 1,598 | | | $ | — | | | $ | — | | | $ | — | |
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Financing coordination fees | | 815 | | | — | | | — | | | — | |
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| | $ | 2,413 | | | $ | — | | | $ | — | | | $ | — | |
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For its asset management services, the Company causes the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP ("Class B Units") on a quarterly basis in an amount equal to: |
• the cost of the Company’s assets or the lower of the cost of assets and the applicable quarterly NAV, once the Company begins calculating NAV, multiplied by |
•0.1875%, divided by |
•the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the Offering price minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to per share NAV. |
The Advisor is entitled to receive distributions on the vested and unvested Class B Units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Company’s common stock. Such distributions are in addition to the incentive fees the Advisor and its affiliates may receive from the Company, including, without limitation, the annual subordinated performance fee and the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, each as described below. |
The restricted Class B Units do not become unrestricted Class B Units until certain performance conditions are satisfied, including the adjusted market value of the OP’s assets plus applicable distributions equals or exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. Asset management services were performed by the Advisor for the year ended December 31, 2014, and 27,821 Class B Units have been issued as of December 31, 2014. |
Fees Paid to the Sponsor |
In connection with entering into the Grace Acquisition, the Company paid a $50.0 million customary earnest money deposit on May 27, 2014 which was partially funded by a $40.5 million draw on a $45.0 million promissory note with CARP, LLC, an entity under common control with the Sponsor (the "Affiliate Promissory Note"), which had a maturity date of May 27, 2015. As of December 31, 2014, the Affiliate Promissory Note had been repaid in full. See Note 7. |
The table below shows the interest expense paid by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013 (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Interest payment related to the Grace deposit promissory note | | $ | 151 | | | $ | — | | | $ | — | | | $ | — | |
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Fees Paid to the Property Manager |
The Company pays a property management fee of up to 4.0% of the monthly gross receipts from the Company's properties to the Property Manager. The Property Manager, in turn, pays a portion of the property management fees to the Sub-Property Manager or a third-party sub-property manager, as applicable. The Company also reimburses the Sub-Property Manager or a third-party sub-property manager, as applicable, for property level expenses, as well as fees and expenses of such sub-property manager. However, the Company will not reimburse such sub-property managers for general overhead costs or for the wages and salaries and other employee-related expenses of employees of such sub-property managers, other than employees or subcontractors who are engaged in the on-site operation, management, maintenance or access control of the Company’s properties. |
The Company also will pay to the Sub-Property Manager an annual incentive fee equal to 15% of the amount by which the operating profit from the properties managed by the Sub-Property Manager for such fiscal year (or partial fiscal year) exceeds 8.5% of the total investment of such properties. The Company may, in the future, pay similar fees to third-party sub-property managers. No incentive fee was payable by the Company during the year ended December 31, 2014. |
For these purposes, “total investment” means the sum of (i) the price paid to acquire the property, including closing costs, conversion costs, and transaction costs; (ii) additional invested capital; and (iii) any other costs paid in connection with the acquisition of the property, whether incurred pre- or post-acquisition. |
The Predecessor paid the Sub-Property Manager a similar property management fee and incentive fee. |
The table below shows the management fees and reimbursable expenses incurred by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the management fees and reimbursable expenses incurred by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Total management fees and reimbursable expenses incurred from Sub-Property Manager | | $ | 2,579 | | | $ | 2,445 | | | $ | 228 | | | $ | 158 | |
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Total management fees incurred from Property Manager | | 262 | | | — | | | 20 | | | — | |
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| | $ | 2,841 | | | $ | 2,445 | | | $ | 248 | | | $ | 158 | |
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The Company pays the Sub-Property Manager interest on the promissory notes payable for the property improvement plan relating to the Barceló Portfolio. See Note 7. The table below shows the interest expense paid by the Company during the year ended December 31, 2014, and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor during the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Interest related to the Property improvement plan promissory note | | $ | 63 | | | $ | — | | | $ | 20 | | | $ | — | |
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Fees Paid to Other Affiliates |
The Company entered into an agreement with RCS Capital, the investment banking and capital markets division of the Dealer Manager ("RCS Capital") 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 has recorded the payment of the costs associated with this agreement of $0.9 million in prepaid expenses and other assets on the Company's consolidated/combined balance sheets and amortizes the costs associated with this agreement over the estimated remaining life of the Offering. |
RCS Advisory Services, LLC ("RCS Advisory") is paid compensation for services provided to the Company on behalf of the Advisor based on time and expenses incurred. Additionally, the Company entered into a $1.0 million agreement with RCS Advisory to provide transaction management services in connection with the Grace Acquisition. As of December 31, 2014, the Company had paid $0.6 million on account of this agreement. The Company will pay an additional $0.1 million under this agreement, after which no further amounts will become due. |
The Company entered into an agreement with RCS Capital to provide strategic and financial advice and assistance in connection with the Grace Acquisition, such as performing financial advisory and analysis services, due diligence and negotiation of the financial aspects of the acquisition. The Company will be charged 0.25% of the total transaction value for these services and has accrued $4.5 million associated with this agreement for the year ended December 31, 2014 and the associated payable, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets. |
The table below depicts related party fees and reimbursements charged by the Dealer Manager and RCS Advisory in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013 (in thousands): |
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| | Year Ended | | Payable as of |
December 31, |
| | 2014 | | 2013 | | 31-Dec-14 | | 31-Dec-13 |
Transaction fees and expenses | | $ | 5,270 | | | $ | — | | | $ | 4,645 | | | $ | — | |
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Advisory and investment banking fee | | 460 | | | — | | | — | | | — | |
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Total related party fees and reimbursements | | $ | 5,730 | | | $ | — | | | $ | 4,645 | | | $ | — | |
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In order to increase 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 flow 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. In certain instances, to improve the Company’s working capital, the Advisor may elect to absorb a portion of the Company’s general and administrative costs. No expenses were absorbed by the Advisor for the year ended December 31, 2014. |
The Company reimburses the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt, impairment or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services; however, the Company will not reimburse the Advisor for personnel costs, including executive salaries, in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions. |
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. There were no contributions to capital from the Advisor for the year ended December 31, 2014 and 2013. |
Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets |
The Company may pay the Advisor an annual subordinated performance fee calculated on the basis of the Company’s total return to stockholders, payable monthly in arrears, such that for any year in which the Company’s total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, other disposition or refinancing of such assets, which results in the return on stockholders’ capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the year ended December 31, 2014. |
The Company may pay a brokerage commission to the Advisor on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third-party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the year ended December 31, 2014. |
The Company will pay the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of the remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax, non-compounded annual return on the capital contributed by investors. The Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a 6.0% cumulative non-compounded return on their capital contributions plus the return of their capital. No such participation became due and payable during the year ended December 31, 2014. |
If the common stock of the Company is listed on a national exchange, the Company will pay the Special Limited Partner a subordinated incentive listing distribution of 15.0% of the amount by which the Company’s market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions plus the return of their capital. No such distributions were incurred during the year ended December 31, 2014. Neither the Special Limited Partner nor any of its affiliates can earn both the subordination participation in the net sale proceeds and the subordinated incentive listing distribution. |
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Upon termination or non-renewal of the Advisory agreement with the Advisor, with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. 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. No such distributions were incurred during the year ended December 31, 2014. |