Capital Transactions | Capital Transactions Public Offerings Under the Public Offerings, the Company has offered and continues to offer up to $1.0 billion of shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offerings, uses its best effort but is not required to sell any specific amount of shares. The Company is offering, in any combination, four classes of shares in the Public Offering: Class A shares, Class T shares, Class D shares and Class I shares. The initial minimum permitted purchase amount is $5,000 in shares. There are differing selling fees and commissions for each share class. The Company also pays distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Public Offerings (excluding sales pursuant to the Company’s distribution reinvestment plan). The public offering price, selling commissions and dealer manager fees per share class are determined monthly as approved by the Company’s board of directors. As of December 31, 2021, the public offering price was $33.83 per Class A share, $32.20 per Class T share, $30.34 per Class D share and $31.34 per Class I share. See Note 13. “Subsequent Events” for information on changes to the public offering price, selling commissions and dealer manager fees by share class. The Company is also offering, in any combination, up to $100.0 million of Class A shares, Class T shares, Class D shares and Class I shares to be issued pursuant to its distribution reinvestment plan. See Note 13. “Subsequent Events” for additional information related to the Public Offering. Class FA Private Offerings During the period from commencement of operations on February 7, 2018 to December 31, 2020, the Company offered Class FA and Class S limited liability company interests (collectively, the “Founder shares”) through four private offerings (the “Private Offerings” and, together with the Public Offerings, the “Offerings”) only to persons that were “accredited investors,” as that term is defined under the Securities Act and Regulation D promulgated under the Securities Act, and raised aggregate gross offering proceeds of approximately $177 million. The Company conducted the Private Offerings pursuant to the applicable exemption under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated under the Securities Act. All of the Private Offerings were terminated on or before December 31, 2020. The Private Offerings that were conducted during 2019 and 2020 are described below in more detail. In April and June 2019, the Company commenced separate private offerings of up to $50 million each of Class FA Shares (the “Class FA Private Offering” and the “Follow-On Class FA Private Offering,” respectively). Under the Follow-On Class FA Private Offering the Company paid the Placement Agent a selling commission of up to 5.5% and placement agent fee of up to 3.0% of the sale price for each Class FA share sold in the Follow-On Class FA Private Offering, except as a reduction or sales load waiver may have applied. There was no selling commission or placement fee on the sale of Class FA shares sold in the Class FA Private Offering. The Class FA Private Offering was terminated in December 2019, after having raised gross proceeds of approximately $35 million (approximately 1.3 million shares) and the Follow-On Class FA Private Offering was terminated in March 2020, after having raised gross proceeds of approximately $8 million (approximately 0.3 million shares). In January 2020, the Company commenced a private offering of up to $50 million of Class S shares (the “Class S Private Offering”). The Company paid the Placement Agent a selling commission of up to 2.0% and a placement agent fee of up to 1.5% of the sale price for each Class S share sold in the Class S Private Offering, except as a reduction or sales load waiver that may have applied. The Class S Private Offering was terminated in December 2020 after having raised gross proceeds of approximately $52 million (approximately 1.8 million shares). The following table summarizes the total shares issued and proceeds received by share class in connection with the Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 Proceeds from Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2) Net Proceeds to Company Shares Proceeds to Company Shares Net Proceeds to Company Average Net Proceeds per Share Class A 403,267 $ 13,195,644 $ (958,829) $ 12,236,815 43,744 $ 1,322,539 447,011 $ 13,559,354 $ 30.33 Class T 954,157 30,411,622 (1,386,388) 29,025,234 19,417 585,294 973,574 29,610,528 30.41 Class D 547,808 16,473,300 — 16,473,300 13,798 409,939 561,606 16,883,239 30.06 Class I 3,419,158 105,230,820 — 105,230,820 60,472 1,856,610 3,479,630 107,087,430 30.78 5,324,390 $ 165,311,386 $ (2,345,217) $ 162,966,169 137,431 $ 4,174,382 5,461,821 $ 167,140,551 $ 30.60 Year Ended December 31, 2020 Proceeds from Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2)(3) Net Proceeds to Company Shares Proceeds to Company Shares Net Proceeds to Company Average Net Proceeds per Share Class FA 569,642 $ 15,853,000 $ (167,960) $ 15,685,040 — $ — 569,642 $ 15,685,040 $ 27.53 Class A 334,440 9,808,964 (679,465) 9,129,499 35,376 961,623 369,816 10,091,122 27.29 Class T 473,344 13,486,208 (640,595) 12,845,613 8,440 229,816 481,784 13,075,429 27.14 Class D 143,074 3,873,660 — 3,873,660 9,174 245,006 152,248 4,118,666 27.05 Class I 1,076,234 29,893,733 — 29,893,733 24,532 673,348 1,100,766 30,567,081 27.77 Class S 1,770,386 52,359,647 (1,687,061) 50,672,586 — — 1,770,386 50,672,586 28.62 4,367,120 $ 125,275,212 $ (3,175,081) $ 122,100,131 77,522 $ 2,109,793 4,444,642 $ 124,209,924 $ 27.95 FOOTNOTES: (1) Amounts are based on distribution reinvestment date. Distributions are declared monthly and paid or reinvested one month in arrears. (2) The Company incurred selling commissions and placement agent fees on the sale of Class FA shares sold in the Follow-On Class FA Private Offering and on the sale of Class S shares sold in the Class S Private Offering. The Company also incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through the Public Offerings. See Note 5. “Related Party Transactions” for additional information regarding up-front selling commissions and dealer manager/placement agent fees. (3) The Company did not incur any selling commissions or placement agent fees from the sale of approximately 0.3 million Class FA shares sold under the terms of the Class FA Private Offering during the year ended December 31, 2020. Share Repurchase Program In March 2019, the Company’s board of directors approved and adopted the Share Repurchase Program. The total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares will be limited to up to 2.5% of the aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of the aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of the Company’s trailing four quarters). Unless the Company’s board of directors determines otherwise, the Company will limit the number of shares to be repurchased during any calendar quarter to the number of shares the Company can repurchase with the proceeds received from the sale of shares under its distribution reinvestment plan in the previous quarter. Notwithstanding the foregoing, at the sole discretion of the Company’s board of directors, the Company may also use other sources, including, but not limited to, offering proceeds and borrowings to repurchase shares. During the year ended December 31, 2021, the Company received requests for the repurchase of approximately $3.3 million of the Company’s common shares, which did not exceed amounts raised in the Company’s distribution reinvestment plan . During the year ended December 31, 2020, the Company received requests for the repurchase of approximately $9.6 million of the Company’s common shares, which exceeded proceeds received from its distribution reinvestment plan for the applicable period by approximately $7.8 million. The Company’s board of directors approved the use of other sources to satisfy repurchase requests received in excess of proceeds received from the distribution reinvestment plan for the year ended December 31, 2020. The following table summarizes the shares repurchased during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Share Class Number of Shares Total Consideration Average Price Paid per Share Number of Shares Total Consideration Average Price Paid per Share Class FA 19,637 $ 630,608 $ 32.11 246,653 $ 7,037,470 $ 28.53 Class A 20,876 627,150 30.04 4,580 123,038 26.86 Class T 19,158 574,225 29.97 25,774 721,226 27.98 Class D 6,711 198,484 29.58 1,156 32,212 27.85 Class I 36,349 1,118,904 30.78 63,062 1,732,971 27.48 Class S 4,307 141,497 32.85 — — — Total 107,038 $ 3,290,868 $ 30.74 341,225 $ 9,646,917 $ 28.27 As of December 31, 2021 and 2020, the Company had a payable for shares repurchased of approximately $0.5 million and $2.0 million, respectively. |