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Transactions with Related Parties
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Transactions with Related Parties

17. TRANSACTIONS WITH RELATED PARTIES

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2018, and will be automatically renewed for a one-year term each anniversary thereafter unless earlier terminated.

As of December 31, 2017 and 2016, our consolidated balance sheet included $14.3 million and $12.8 million of accrued management and incentive fees payable to our Manager, respectively. During the years ended December 31, 2017, 2016, and 2015, we paid management and incentive fees of $53.4 million, $57.5 million and $34.8 million, respectively, to our Manager. In addition, during the years ended December 31, 2017, 2016, and 2015, we reimbursed our Manager for expenses incurred on our behalf of $621,000, $462,000, and $311,000, respectively. During the years ended December 31, 2016 and 2015, CT Legacy Partners made aggregate preferred distributions of $616,000 and $1.3 million, respectively, to an affiliate of our Manager. CT Legacy Partners did not make any preferred distributions during the year ended December 31, 2017.

As of December 31, 2017, our Manager held 869,058 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $26.9 million, and vest in installments over three years from the date of issuance. During the years ended December 31, 2017, 2016, and 2015, we recorded non-cash expenses related to shares held by our Manager of $11.7 million, $9.6 million, and $6.7 million, respectively. Refer to Note 14 for further details on our restricted class A common stock.

 

During the year ended December 31, 2017, an affiliate of our Manager was named special servicer of the CLO. This affiliate did not earn any special servicing fees related to the CLO during the year ended December 31, 2017.

During the year ended December 31, 2017 and 2016, we originated six loans and three loans, respectively, whereby each respective borrower engaged an affiliate of our Manager to act as title insurance agent in connection with each transaction. We did not incur any expenses or receive any revenues as a result of these transactions.

On June 30, 2017, in a fully subscribed offering totaling $474.6 million, certain Blackstone-advised investment vehicles purchased, in the aggregate, $72.9 million of securitized debt obligations issued by the Single Asset Securitization. These investments by the Blackstone-advised investment vehicles represented no more than a 49% participation in any individual tranche and were purchased by the Blackstone-advised investment vehicles from third-party investment banks on market terms negotiated by the majority third-party investors. Refer to Note 8 for further details on the Single Asset Securitization.

In the fourth quarter of 2016, we originated a $79.0 million senior loan to a borrower to finance its purchase of a property that it acquired from an affiliate of our Manager. The purchase price of the property was fixed between the borrower and the affiliate of our Manager prior to us engaging in discussions with the borrower to act as its potential lender.

On May 8, 2015, a joint venture of CT Legacy Partners, certain affiliates of our Manager, and other non-affiliated parties, which we refer to as the Three-Pack JV, sold a hotel portfolio it owned to an investment vehicle managed by an affiliate of our Manager. We consented to the sale of the hotel portfolio by the Three-Pack JV, which resulted in the ultimate liquidation of the Three-Pack JV and distribution of net sale proceeds to CT Legacy Partners in respect of its investment therein. An aggregate of $41.3 million of net sales proceeds was paid to CT Legacy Partners, of which $37.3 million was received during 2015, and the remaining $3.6 million was received during 2016. As a result of the sale transaction, employees of our Manager, including certain of our executive officers, received incentive compensation payments totaling $2.8 million under the CT Legacy Partners Management Incentive Awards Plan, of which $2.5 million was paid during 2015, and the remaining $244,000 was paid during 2016. See Note 12 for further discussion of the CT Legacy Partners Management Incentive Awards Plan.

In conjunction with our April 2015 stock offering, affiliates of our Manager, including certain of our executive officers and directors, purchased 1,885,245 shares of our class A common stock at the same $30.50 per share price offered to the public. We did not, however, pay the underwriters any fees for these affiliate share purchases. An affiliate of our Manager acted as co-manager of the offering, for which it was compensated $761,000 on terms consistent with those for other non-affiliated underwriters.

During the years ended December 31, 2017, 2016, and 2015, we incurred $411,000, $385,000, and $372,000, respectively, of expenses for various administrative, compliance, and capital market data services to third-party service providers that are affiliates of our Manager.

On April 10, 2015, we entered into a memorandum of designation and understanding, or Designation Agreement, with GE and certain affiliates of our Manager to acquire a $4.6 billion portfolio of commercial mortgage loans from GE. Pursuant to the terms of the Designation Agreement, we were designated as the purchaser of this loan portfolio by an affiliate of our Manager that entered into a purchase and sale agreement dated as of April 10, 2015 with GE to acquire the majority of GE’s global real estate debt and equity business for an aggregate purchase price of approximately $23.0 billion. Certain transaction-related expenses incurred by us in connection with the acquisition of this loan portfolio represent an allocation of transaction expenses paid by affiliates of our Manager in connection with the overall acquisition transaction with GE. In August 2015, we paid an aggregate $53,000 to certain independent members of our board of directors for special committee services related to the GE portfolio acquisition.

On June 20, 2014, CT Legacy Partners, CTOPI, our previously consolidated CT CDO I subsidiary, and other affiliates of our Manager entered into a deed-in-lieu of foreclosure transaction that resulted in a restructuring of the loan interests held by each entity. The interests held by CT Legacy Partners and CT CDO I had a principal balance of $8.0 million and $27.0 million, respectively, and a carrying value of zero and $27.0 million, respectively, at the time of the transaction. During the fourth quarter of 2015, the collateral property securing the interests held by these entities was sold, with no net proceeds to our investments in CT Legacy Partners and CT CDO I. As a result of the collateral sale transaction, an affiliate of our Manager earned a $1.1 million special servicing fee, which fee was not paid by us.