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; the identification, evaluation, negotiation, purchase and disposition of lodging and lodging-related properties; and the performance of certain administrative duties. The advisory agreement has a term of one year and may be renewed for successive one-year periods. 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 personnel services to us, as discussed below. The following tables present a summary of fees we paid, expenses we reimbursed and distributions we made to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amounts Included in the Consolidated Statements of Operations Asset management fees $ 2,188 $ 1,302 $ 6,157 $ 2,914 Acquisition fees — 9,995 4,415 16,156 Available Cash Distributions 1,894 1,100 3,528 1,965 Personnel and overhead reimbursements 872 574 2,628 1,763 Interest expense — — 332 18 Accretion of interest on annual distribution and shareholder servicing fee — 60 198 172 $ 4,954 $ 13,031 $ 17,258 $ 22,988 Other Transaction Fees Incurred Selling commissions and dealer manager fees $ 367 $ 3,886 $ 13,199 $ 17,747 Annual distribution and shareholder servicing fee (a) — 2,013 8,439 8,799 Capitalized acquisition fees for equity method investment (b) ( Note 5 ) 6,195 — 6,195 — Organization and offering costs 224 554 1,422 2,461 Capitalized loan refinancing fees 280 — 280 — Capitalized refinancing fees for equity method investment — 125 — 125 $ 7,066 $ 6,578 $ 29,535 $ 29,132 ___________ (a) Beginning with the payment by us for the third quarter of 2017, which was paid in October 2017, the distribution and shareholder servicing fee will be paid directly to selected dealers rather than through Carey Financial, LLC, or Carey Financial, a subsidiary of WPC and the former dealer manager of our offering. There is no change in the amount of distribution and shareholder servicing fees that we incur. (b) Our Advisor elected to receive 50% of the acquisition fee related to our investment in the Ritz-Carlton Bacara, Santa Barbara Venture in shares of our Class A common stock and 50% in cash. The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): September 30, 2017 December 31, 2016 Amounts Due to Related Parties and Affiliates To our Advisor: Reimbursable costs $ 869 $ 676 Asset management fees 759 489 Organization and offering costs 51 463 Note payable to WPC — 210,033 Acquisition fee payable — 7,243 To Others: Due to CWI 1 240 389 Due to Carey Financial (Annual distribution and shareholder servicing fee) (a) — 11,919 Due to Carey Financial (Selling commissions and dealer manager fees) — 46 $ 1,919 $ 231,258 ___________ (a) Beginning with the payment for the third quarter of 2017, which was paid in October 2017, the distribution and shareholder servicing fee is paid directly to selected dealers rather than through Carey Financial. Accordingly, at September 30, 2017, the accrual for the distribution and shareholder servicing fee is included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. 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, both as defined in the advisory agreement with our Advisor. 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 conditions described in the advisory agreement are met. If our Advisor elects to receive all or a portion of its fees in shares of our Class A 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 per share, or NAV, for Class A shares (while before our initial NAV was published in March 2016, we used our offering price for Class A shares of $10.00 per share). For the three and nine months ended September 30, 2017 and 2016 , our Advisor elected to receive its asset management fees in shares of our Class A common stock rather than in cash. For the nine months ended September 30, 2017 and 2016 , $5.9 million and $2.6 million , respectively, in asset management fees were settled in shares of our Class A common stock. At September 30, 2017 , our Advisor owned 1,333,318 shares ( 1.5% ) of our outstanding common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. During the three and nine months ended September 30, 2017 and 2016 , we did not pay any disposition fees. Acquisition Fees to our Advisor We pay our Advisor acquisition fees of 2.5% of the total investment cost of the properties acquired, as defined in our advisory agreement, described above, including on our proportionate share of equity method investments and loans originated by us. 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. Available Cash Distributions Carey Watermark Holdings 2’s special general partner interest entitles it to receive distributions of 10% of Available Cash, as defined in the agreement of limited partnership of the Operating Partnership, or Available Cash Distributions, generated by the Operating Partnership, subject to certain limitations. In addition, in the event of the dissolution of the Operating Partnership, Carey Watermark Holdings 2 will be entitled to receive distributions of up to 15% of any net proceeds, provided certain return thresholds are met for the initial investors in the Operating Partnership. Available Cash Distributions are included in Income attributable to noncontrolling interests in the consolidated financial statements. Personnel and Overhead Reimbursements Under the terms of the advisory agreement, our Advisor generally allocates expenses of dedicated and shared resources, including the cost of personnel, rent and related office expenses, between us and our affiliate, Carey Watermark Investors Incorporated, or CWI 1, based on total pro rata hotel revenues on a quarterly basis. Pursuant to the subadvisory agreement, after we reimburse our Advisor, it will subsequently reimburse the Subadvisor for personnel costs and other charges, including the services of our Chief Executive Officer, subject to the approval of our board of directors. 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, or RSUs, to employees of the Subadvisor pursuant to our 2015 Equity Incentive Plan. Selling Commissions and Dealer Manager Fees Pursuant to our former dealer manager agreement with Carey Financial, Carey Financial received a selling commission for sales of our Class A and Class T common stock. Until we made the first adjustment to our offering prices in March 2016 in connection with the publication of our initial NAVs as of December 31, 2015, 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 that adjustment, Carey Financial received a selling commission of $0.82 and $0.22 per share sold and a dealer manager fee of $0.35 and $0.30 per share sold for the Class A and Class T common stock, respectively. In connection with the extension of our initial public offering in 2017, we adjusted our offering prices again in April 2017 to reflect our NAVs as of December 31, 2016, with a selling commission of $0.84 and $0.23 per share sold and a dealer manager fee of $0.36 and $0.31 per share sold for the Class A and Class T common stock, respectively, which were paid through the termination of our offering on July 31, 2017. The selling commissions were re-allowed and a portion of the dealer manager fees could have been re-allowed to selected dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. During the nine months ended September 30, 2017 and 2016 , we paid selling commissions and dealer manager fees totaling $13.2 million and $17.9 million , respectively. We also pay an annual distribution and shareholder servicing fee in connection with our Class T common stock. The amount of the distribution and shareholder servicing fee is 1.0% of the amount of our NAV per Class T common stock (while before our initial NAV was published in March 2016, the fee was 1.0% of the selling price per share for the Class T common stock in our initial public offering). The distribution and shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the distribution and shareholder servicing fee after the sixth anniversary of the end of the quarter in which the initial public offering terminates, which occurred on July 31, 2017, 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 both the nine months ended September 30, 2017 and 2016 , $8.8 million of distribution and shareholder servicing fees were charged to stockholders’ equity; and during the nine months ended September 30, 2017 and 2016 , $3.6 million and $1.4 million , respectively, of such fees were paid to Carey Financial, which it may have re-allowed to selected dealers. Beginning with the payment for the third quarter of 2017, which was paid in October 2017, the distribution and shareholder servicing fee will be paid by us directly to selected dealers rather than through Carey Financial. 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 reimbursed Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that were 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., or FINRA. 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) which terminated on July 31, 2017. Through September 30, 2017 , our Advisor incurred organization and offering costs on our behalf of approximately $9.1 million , all of which we were obligated to pay. Unpaid costs of $0.1 million were included in Due to affiliates in the consolidated financial statements at September 30, 2017 . During the offering period, costs incurred in connection with raising of capital were recorded as deferred offering costs. Upon receipt of offering proceeds, we charged the deferred offering costs to stockholders’ equity. During the nine months ended September 30, 2017 and 2016 , $2.7 million and $3.9 million , respectively, of deferred offering costs were charged to stockholders’ equity. Note Payable to WPC and Other Transactions with Affiliates Our board of directors and the board of directors of WPC have, from time to time, pre-approved loans from WPC to us. Any such loans were made solely at the discretion of WPC’s management and were at an interest rate equal to the rate at which WPC was able to borrow funds under its senior unsecured credit facility. On January 20, 2016 and December 29, 2016, we borrowed $20.0 million and $210.0 million , respectively, from WPC; these loans were repaid in full during the first quarters of 2016 and 2017, respectively. As of September 30, 2017 , there were no borrowings from WPC outstanding ( Note 12 ). Acquisition Fee Payable At December 31, 2016, this balance represents the acquisition fee payable to our Advisor related to the acquisition of the Ritz-Carlton San Francisco on December 30, 2016, which was paid in the first quarter of 2017. Jointly-Owned Investments At September 30, 2017 , we owned interests in three jointly-owned investments with our affiliate Carey Watermark Investors Incorporated, or CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne and the Ritz-Carlton Bacara, Santa Barbara, both Unconsolidated Hotels. A third-party also owns an interest in the Ritz-Carlton Key Biscayne. CWI 1 is a publicly owned, non-listed REIT that is also advised by our Advisor and invests in lodging and lodging-related properties. See Note 5 for further discussion. |