Agreements and Transactions with Related Parties | Agreements and Transactions with Related Parties Agreements with Our Advisor and Affiliates We have an advisory agreement with our Advisor to perform certain services for us under a fee arrangement, including managing our overall business and our offering; the identification, evaluation, negotiation, purchase and disposition of lodging and lodging-related properties; and the performance of certain administrative duties. The agreement that is currently in effect will expire on December 31, 2016, unless renewed pursuant to its terms. Our Advisor also has a subadvisory agreement with the Subadvisor, whereby our Advisor pays 25% of the fees that it earns under the advisory agreement and Available Cash Distributions and 30% of the subordinated incentive distributions to the Subadvisor and the Subadvisor provides certain services to us, as discussed below. The following tables present a summary of fees we paid and expenses we reimbursed to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended March 31, 2016 2015 Amounts Included in the Consolidated Statements of Operations To our Advisor: Acquisition fees $ 4,674 $ — Asset management fees 771 — Available Cash Distribution 529 — Personnel and overhead reimbursements 445 29 Interest expense 18 — Accretion of interest on annual distribution and shareholder servicing fee 14 — $ 6,451 $ 29 Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 9,896 $ — Organization and offering costs 1,037 69 $ 10,933 $ 69 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): March 31, 2016 December 31, 2015 Amounts Due to Related Parties and Affiliates To our Advisor: Organization and offering costs $ 601 $ 454 Reimbursable costs 399 215 Other 280 186 To Others: Due to Carey Financial 7,228 2,598 Due to CWI 1 — 1,521 Other — 11 $ 8,508 $ 4,985 Acquisition Fees to our Advisor Our Advisor receives acquisition fees of 2.5% of the total investment cost of the properties acquired, as defined in our advisory agreement described above. The total fees to be paid may not exceed 6% of the aggregate contract purchase price of all investments, as measured over a period specified in our advisory agreement. Asset Management Fees, Disposition Fees and Loan Refinancing Fees We pay our Advisor an annual asset management fee equal to 0.55% of the aggregate average market value of our investments. Our Advisor is also entitled to receive disposition fees of up to 1.5% of the contract sales price of a property, as well as a loan refinancing fee of up to 1.0% of the principal amount of a refinanced loan, if certain described conditions in the advisory agreement are met. If our Advisor elects to receive all or a portion of its fees in shares of our common stock, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value, or NAV, per share for Class A shares (while before our NAV was published, we used our offering price for Class A shares of $10.00 per share). For the three months ended March 31, 2016 , our Advisor elected to receive its fees in shares of our Class A common stock rather than in cash. For the three months ended March 31, 2016 , $0.7 million in asset management fees were settled in shares of our common stock. There were no such fees during the three months ended March 31, 2015 . At March 31, 2016 , our Advisor owned 164,638 shares ( 1.0% ) of our outstanding Class A common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. During the three months ended March 31, 2016 and 2015 , we had not paid any disposition fees or loan refinancing fees. Notes Payable to WPC and Other Transactions with Affiliates In April 2015, our board of directors and the board of directors of WPC approved unsecured loans to us and our affiliate, Carey Watermark Investors Incorporated, or CWI 1, another lodging fund advised by our Advisor, of up to an aggregate of $110.0 million , at an interest rate equal to the rate at which WPC is able to borrow funds under its senior unsecured credit facility, for the purpose of facilitating acquisitions, approved by our respective investment committees, that we might not otherwise have sufficient available funds to complete. As of December 31, 2015, CWI 1’s access to these unsecured loans was terminated, and as a result, the entire $110.0 million was available to be borrowed by us. Any such loans are solely at the discretion of WPC’s management. On January 20, 2016, we borrowed $20.0 million from WPC at London Interbank Offered Rate, or LIBOR, plus 1.1% with a maturity date of February 17, 2016, which we used to fund, in part, the acquisition of the Seattle Marriott Bellevue ( Note 4 ). This loan was repaid in full on February 10, 2016 using proceeds from our initial public offering. The interest expense on this note payable to our affiliate is included in Interest expense on the consolidated statements of operations. At March 31, 2016 , $110.0 million was available to be borrowed from WPC by us. Organization and Offering Costs Pursuant to our advisory agreement, we are liable for certain expenses related to our public offering, including filing, legal, accounting, printing, advertising, transfer agent and escrow fees, which are deducted from the gross proceeds of the offering. We reimburse Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that are supported by a detailed and itemized invoice. The total underwriting compensation to Carey Financial and selected dealers in connection with the offering cannot exceed limitations prescribed by the Financial Industry Regulatory Authority, Inc. Our Advisor will be reimbursed for all organization expenses and offering costs incurred in connection with our offering (excluding selling commissions and the dealer manager fees) limited to 4% of the gross proceeds from the offering if the gross proceeds are less than $500.0 million , 2% of the gross proceeds from the offering if the gross proceeds are $500.0 million or more but less than $750.0 million , and 1.5% of the gross proceeds from the offering if the gross proceeds are $750.0 million or more. Through March 31, 2016 , our Advisor incurred organization and offering costs on our behalf of approximately $5.7 million , all of which we were obligated to pay. Unpaid costs of $0.6 million were included in Due to affiliates in the consolidated financial statements at March 31, 2016 . During the offering period, costs incurred in connection with raising of capital are recorded as deferred offering costs. Upon receipt of offering proceeds, we charge the deferred offering costs to stockholders’ equity. During the three months ended March 31, 2016 , $1.3 million of deferred offering costs were charged to stockholders’ equity. Personnel and Overhead Reimbursements/Reimbursable Costs Pursuant to the subadvisory agreement, after we reimburse our Advisor, it will subsequently reimburse the Subadvisor for personnel costs and other charges. The Subadvisor provides us with the services of Michael G. Medzigian, our chief executive officer, subject to the approval of our board of directors. In addition, pursuant to the advisory agreement, we reimburse our Advisor for the actual cost of personnel allocable to their time devoted to providing administrative services to us, as well as rent expense. These reimbursements are included in Corporate general and administrative expenses and Due to related parties and affiliates in the consolidated financial statements and are being settled in cash. We have also granted restricted stock units to employees of the Subadvisor pursuant to our 2016 Equity Incentive Plan. Available Cash Distributions Carey Watermark Holdings 2 will receive 10% of Available Cash Distributions, as defined in the limited partnership agreement of the Operating Partnership. The limited partnership agreement of the Operating Partnership also provides Carey Watermark Holdings 2 with an interest in subordinated disposition proceeds and subordinated listing distributions. Pursuant to the subadvisory agreement, our Advisor will pay 25% of the fees that it earns under the advisory agreement and Available Cash Distributions and 30% of the subordinated incentive distributions to the Subadvisor. Other Amounts Due to Advisor At March 31, 2016 , other amounts due to our Advisor primarily represent asset management fees payable. Selling Commissions and Dealer Manager Fees We have a dealer manager agreement with Carey Financial, whereby Carey Financial receives a selling commission, for the Class A and Class T common stock. Until we adjusted our offering prices in March 2016, Carey Financial received a selling commission of up to $0.70 and $0.19 per share sold and a dealer manager fee of up to $0.30 and $0.26 per share sold for the Class A and Class T common stock, respectively. After we adjusted our offering prices in March 2016, Carey Financial receives a selling commission of $0.82 and $0.22 and a dealer manager fee of $0.35 and $0.30 per share sold for the Class A and Class T common stock, respectively. The selling commissions are re-allowed and a portion of the dealer manager fees may be re-allowed to selected dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. Carey Financial also receives an annual distribution and shareholder servicing fee in connection with our Class T common stock, which it may re-allow to selected dealers. The amount of the shareholder servicing fee is 1.0% of the amount of our NAV per Class T share (while before our NAV was published, the fee was 1.0% of the selling price per share for the Class T common stock in our initial public offering). The shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the shareholder servicing fee after the sixth anniversary of the end of the quarter in which the initial public offering terminates, and the fees may end sooner if the total underwriting compensation that is paid in respect of the offering reaches 10.0% of the gross offering proceeds or if we undertake a liquidity event, as described in our prospectus, before that sixth anniversary. During the three months ended March 31, 2016, $5.0 million of distribution and shareholder servicing fees were charged to stockholders’ equity. At March 31, 2016 , the estimated liability for the present value of the future distribution and shareholder servicing fee payable to Carey Financial, which is included in Due to related parties and affiliates, with an offset to Additional paid-in capital, was $7.2 million . Jointly-Owned Investments At March 31, 2016 , we owned interests in two jointly-owned investments with CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne, an Unconsolidated Hotel ( Note 5 ). |