Related Party Transactions and Other Arrangements | 4. Related Party Transactions and Other Arrangements The Company has agreements with the Dealer Manager and the Advisor to pay certain fees, as follows, in exchange for services performed by these entities and other affiliated entities. During the first quarter of 2015, prior to breaking escrow, the Company paid $ 33,260 During the years ended December 31, 2016 and 2015, the Company paid $ 36,298 109,235 a reduction to additional paid in capital The Advisor has and will continue to advance the organization and offering costs to the extent that the Company does not have the funds to pay such costs. Subsequent to June 12, 2015 (date of breaking escrow), the Company recorded any offering costs incurred ($ 0.8 39,000 2.4 0.9 The following table summarizes all the compensation and fees the Company may pay to the Dealer Manager or to the Advisor or its affiliates, including amounts to reimburse their costs in providing services. Organization and Offering Stage Fees Amount Selling Commissions The Dealer Manager receives selling commissions in an amount of up to 7 21.0 30 7.0 2.0 1.0 3.0 1.0 10.0 3.5 Dealer Manager Fee The Dealer Manager receives a dealer manager fee in an amount of up to 3 9.0 1.7 Organization and Offering Expenses The Company reimburses the Advisor for all organization and offering expenses that it funds in connection with the Offering, other than the selling commissions and dealer manager fee. The Company expects that such organization and offering expenses, other than selling commissions and dealer manager fee, will amount to approximately 2 15 approximately $ 3.2 Operational Stage Fees Amount Acquisition Fee The Company pays to the Advisor or its affiliates 1 10.6 30 75 Acquisition Expenses The Company reimburses the Advisor for expenses actually incurred related to selecting, originating or acquiring investments on the Company’s behalf, regardless of whether the Company actually acquires the related investments. In addition, the Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties, including, but not limited to, legal fees and expenses, travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses, regardless of whether the Company acquires the related investments. The Company estimates that total acquisition expenses (including those paid to third parties, as described above) will be approximately 0.6 5 6.3 Asset Management Fee The Company pays the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1/12) of 1% of the cost of the Company’s assets. The cost of the Company’s assets means the amount funded by the Company for investments, including expenses and any financing attributable to such investments, less any principal received on such investments. Operational Stage (continued) Fees Amount Operating Expenses Beginning 12 months after the original effective date of the Offering, the Company reimburses the Advisor’s costs of providing administrative services, subject to the limitation that the Company generally will not reimburse the Advisor for any amount by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2 25 Additionally, the Company reimburses the Advisor for personnel costs in connection with other services; however, the Company does not reimburse the Advisor for (a) services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee, or (b) the salaries and benefits of the Company’s named executive officers. Liquidation/Listing Stage Fees Amount Disposition Fee For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors, the Company will pay to the Advisor or any of its affiliates a disposition fee equal to up to 1 1 Annual Subordinated Performance Fee The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the annual return to holders of Common Shares, payable annually in arrears. Specifically, in any year in which holders of Common Shares receive payment of an 8 15 provided 10 provided further Subordinated Participation in Net Sales Proceeds (payable only if the Company is not listed on an exchange and the advisory agreement is not terminated or non-renewed) The Advisor will receive from time to time, when available, including in connection with a merger, consolidation or sale, or other disposition of all or substantially all the Company’s assets, 15 Subordinated Incentive Listing Fee (payable only if we are listed on an exchange) Upon the listing of the Common Shares on a national securities exchange, including a listing in connection with a merger or other business combination, the Advisor will receive a fee equal to 15 Liquidation/Listing Stage (continued) Fees Amount Subordinated Fee upon Termination or Non- Renewal of the Advisory Agreement Upon termination or non-renewal of the advisory agreement with or without cause, including for poor performance by the Advisor, the Advisor will be entitled to receive a fee equal to 15 provided, however For the Year Ended December 31, 2016 2015 Selling commissions and dealer manager fees $ 4,968,164 $ 258,816 Other offering costs $ 1,044,980 $ 2,109,958 Since commencement of our Offering through December 31, 2016, we have incurred approximately $ 5.2 3.2 The Cove Transaction On September 29, 2016, the Company, through its wholly owned subsidiary, REIT Cove LLC (“REIT Cove”) along with LSG Cove LLC (“LSG Cove”), an affiliate of the Company’s Sponsor and a related party, and Maximus Cove Investor LLC (“Maximus”), an unrelated third party (collectively, the “Buyer”), entered into an agreement of sale and purchase (the “Cove Transaction”) with an unrelated third party, RP Cove, L.L.C (the “Seller”), pursuant to which the Buyer would acquire the all of the Seller’s membership interest in RP Maximus Cove, L.L.C. (the “Joint Venture”) for approximately $ 255.0 The Joint Venture owns and operates The Cove at Tiburon (“The Cove”), a 281-unit, luxury waterfront multifamily rental property located in Tiburon, California. Prior to entering into the Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Joint Venture. On January 31, 2017, REIT Cove entered into an Assignment and Assumption Agreement (the “Assignment”) with another one of the Company’s wholly owned subsidiaries, REIT IV COVE LLC (“REIT IV Cove”) and REIT III COVE LLC (“REIT III Cove”), a subsidiary of the operating partnership of Lightstone Value Plus Real Estate Investment Trust III, Inc., a real estate investment trust also sponsored by the Company’s Sponsor and a related party, and together with REIT IV Cove, collectively, the “Assignees”. Under the terms of the Assignment, the Assignees were assigned the rights and obligations of REIT Cove with respect to the Cove Transaction. On January 31, 2017, REIT IV Cove, REIT III Cove, LSG Cove, and Maximus (the “Members”) completed the Cove Transaction for aggregate consideration of approximately $ 255.0 80 175 20.0 22.5 The Company’s interest in the Joint Venture is a non-managing interest, because it exerts significant influence over but does not control the Joint Venture, the Company will account for its ownership interest in the Joint Venture in accordance with the equity method of accounting. All distributions of earnings from the Joint Venture will be made on a pro rata basis in proportion to each Member’s equity interest percentage. Any distributions in excess of earnings from the Joint Venture will be made to the Members pursuant to the terms of the Joint Venture’s operating agreement. An affiliate of Maximus is the asset manager of The Cove and receives certain fees as defined in the Property Management Agreement for the management of The Cove. The Company will commence recording its allocated portion of profit and cash distributions beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Joint Venture. In connection with the closing of the Cove Transaction, the Joint Venture simultaneously entered into a $ 175.0 January 31, 2020 The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods. 43.8 10.9 The Cove is a multi-family complex consisting of 281-units, or 289,690 square feet, contained within 32 apartment buildings over 20.1 81.5 4.47 Starting in 2013, approximately $ 38 97 13.4 3.3 During the year ended December 31, 2016, the Buyer made nonrefundable deposits of approximately $ 12.6 5.7 Investment in Related Party 105-109 W. 28 th On November 25, 2015, the Company entered into an agreement (the “Moxy Transaction”) with various related party entities that provides for the Company to make aggregate preferred equity contributions (the “105-109 W. 28 th 20.0 th th 12 th th On August 30, 2016, the Company and the Developer amended the Moxy Transaction so that Company’s total aggregate contributions under the 105-109 W. 28 th 17.0 37.0 The Company made an initial contribution of $4.0 million during the fourth quarter of 2015 and additional contributions of $33.0 million during the year ended December 31, 2016. As of December 31, 2016 and 2015, the 105-109 W. 28th Street Preferred Investment had an outstanding balance of $37.0 million and $4.0 million, respectively, which is classified in investment in related party on the consolidated balance sheets. The Company funded the contributions using proceeds from its Offering. During the years ended December 31, 2016 and 2015, the Company recorded $ 1,928,708 49,333 th Subordinated Agreement On March 18, 2016, the Company and its Sponsor entered into a subordinated unsecured loan agreement (the “Subordinated Agreement”) pursuant to which the Sponsor has committed to make a significant investment in the Company of up to $ 36.0 12.0 300.0 the Subordinated Agreement with the Sponsor provides for quarterly draws or advances (the “Subordinated Advances”) in an amount equal to the product of (i) $10.00 minus the Company’s then-current estimated NAV per share, multiplied by (ii) the number of Common Shares outstanding. 1.48 10.00 8.0 The Subordinated Agreement with the Sponsor will continue until the earlier of: (i) the termination of the Company’s initial public offering; (ii) advances under the Subordinated Agreement are equal to an aggregate of $36.0 million; and (iii) the Company receives gross offering proceeds of $300.0 million. Distributions in connection with a liquidation of the Company initially will be made to holders of its Common Shares until holders of its Common Shares have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of 8.0% on their respective net investments. Thereafter, only if additional liquidating distributions are available, the Company will be obligated to repay the outstanding advances under the Subordinated Agreement and accrued interest to the Sponsor, as described in the Subordinated Agreement. In the unlikely event that additional liquidation distributions are available after the Company repays its holders of common stock their respective net investments plus their 8 85.0 15.0 The Subordinated Advances and its related interest are subordinate to all of the Company’s obligations as well as to the holders of its Common Shares in an amount equal to the shareholder’s net investment plus a cumulative, pre-tax, non-compounded annual return of 8.0% and only potentially payable in the event of a liquidation of the Company. During the first quarter of 2016, the Sponsor commenced making advances under the Subordinated Agreement and as of December 31, 2016 an aggregate of approximately $ 12.6 71,863 |