Related Party Transactions and Arrangements (Tables)

12 Months Ended

Dec. 31, 2016

These expenses are depicted in the table below for the year ended December 31, 2014 (in thousands). No such expenses were incurred during the years ended December 31, 2016 and 2015.



	Year Ended December 31,
	2014
Indirect affiliate expenses:
Audrain building	$	8,724
ANST office build-out	462
New York (405 Park Ave.) office	1,659
Dresher, PA office	92
North Carolina office	38
Total	$	10,975

During the years ended December 31, 2016 and 2015, there were no transactions with the Former Manager or any of the Former Manager’s affiliates.



	Year Ended December 31,
	2014
Expenses and capitalized costs:
Offering related costs	$	2,150
Acquisition related expenses	1,652
Litigation, merger and other non-routine costs, net of insurance recoveries	137,778
Management fees to affiliates	13,888
General and administrative expenses	16,089
Indirect affiliate expenses	10,975
Total	$	182,532

Schedule of Related Party Transactions

The following table shows the offering fee summary information for the Cole REITs as of December 31, 2016:



Program	Selling Commissions ⁽¹⁾	Dealer Manager Fees ⁽²⁾		Annual Distribution and Stockholder Servicing Fee ⁽²⁾
Open Programs ⁽³⁾⁽⁴⁾
CCPT V ⁽⁵⁾
Class A Shares	7%	2%		—%
Class T Shares ⁽⁶⁾	3%	2%		1.0%	^{(7) (8)}

INAV
Wrap Class Shares	—%	0.55%	⁽⁸⁾	—%
Advisor Class Shares	up to 3.75%	0.55%	⁽⁸⁾	0.5%	⁽⁸⁾
Institutional Class Shares	—%	0.25%	⁽⁸⁾	—%

CCIT III ⁽⁵⁾⁽⁹⁾
Class A Shares	7%	2%		—%
Class T Shares	3%	2%		1%	⁽⁸⁾

_______________________________________________


(1)	The Company reallowed 100% of selling commissions earned to participating broker-dealers during the years ended December 31, 2016 and 2015 and 2014.


(2)	The Company may reallow all or a portion of its dealer manager fee and/or a distribution and stockholder servicing fee to participating broker-dealers as a marketing and due diligence expense reimbursement.


(3)	The Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution and stockholder servicing fee, all based on the net asset value for each class of common stock.


(4)	CCIT II closed its offering during the three months ended September 30, 2016. The program’s fee structure was similar to that of CCPT V.


(5)	The maximum amount of the distribution and stockholder servicing fee with respect to sales of Class T shares is 4.0% of the gross offering proceeds for CCPT V and CCIT III.


(6)	Commencing on April 29, 2016, CCPT V began offering Class T shares of common stock in addition to the class of shares of common stock previously offered (now referred to as Class A shares).


(7)	During the three months ended December 31, 2016, the annual distribution and stockholder servicing fee was amended to be 1.0%. Prior to the amendment, the distribution and stockholder servicing fee was 0.8% per annum.


(8)	Fees are accrued daily in the amount of 1/365th of a percentage of the estimated per share NAV and payable monthly in arrears. Distribution and stockholder servicing fees continue to be paid after the offering closes.


(9)	On September 22, 2016, the registration statement for the initial public offering of CCIT III was declared effective by the SEC, consisting of Class A shares of common stock and Class T shares of common stock.

The Company and ARCT IV recorded commissions, fees and offering cost reimbursements for services provided to the Company, and ARCT IV, as applicable, by affiliates of the Former Manager during the period indicated (in thousands):



	Year Ended December 31,
	2014
Offering related costs
Offering costs and other reimbursements	$	2,150

Merger And Other Non-Routine Transactions [Member]

Schedule of Related Party Transactions

The table below shows fees and expenses attributable to each merger and other non-routine transaction during the year ended December 31, 2014 (in thousands).



	Year Ended December 31, 2014
	ARCT IV Merger		Internalization and Other		Cole Merger		Multi-tenant Spin Off		Total
Merger related costs:
Strategic advisory services	$	8,400	$	—	$	17,115	$	1,750	$	27,265
Personnel costs and other reimbursements	—		—		72		—		72
Litigation and other non-routine costs:
Post-transaction support services	1,352		10,000		—		—		11,352
Subordinated distribution fees	78,244		—		—		—		78,244
Furniture, fixtures and equipment	5,800		10,000		—		—		15,800
Personnel costs and other reimbursements	417		—		1,728		—		2,145
Other fees and expenses	—		—		2,900		—		2,900
Total	$	94,213	$	20,000	$	21,815	$	1,750	$	137,778

Management Fees To Affiliates [Member]

Schedule of Related Party Transactions

The Company and ARCT IV recorded fees and reimbursements for services provided by the Former Manager and its affiliates related to the operations of the Company and ARCT IV during the year ended December 31, 2014 (in thousands). No such fees were incurred during the years ended December 31, 2016 and 2015.



	Year Ended December 31,
	2014
Management fees to affiliates:
Asset management fees	$	13,888

General and Administrative Expense [Member]

Schedule of Related Party Transactions

The Company and ARCT IV recorded general and administrative expenses as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company and ARCT IV during the period indicated (in thousands):



	Year Ended December 31,
	2014
General and administrative expenses:
Advisory fees and reimbursements	$	2,015
Equity awards	14,074
Total	$	16,089

Transaction Related Fees [Member]

Schedule of Related Party Transactions

The following table shows the transaction-related fees for the Cole REITs and other real estate programs as of December 31, 2016:



Program	Acquisition Fees ⁽¹⁾	Disposition Fees	Performance Fees ⁽²⁾	Financing Coordination Fee ⁽³⁾
Open Programs
CCPT V	2%	1%	15%	—
INAV	—	—	—	—
CCIT III	2%	1%	15%	1%

Closed Programs
CCIT II	2%	1%	15%	—
CCPT IV	2%	1%	15%	—
Other Programs	Various	Various	Various	—

_______________________________________________


(1)	Percent taken on gross purchase price.

(2)

Performance fee paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Cole REIT is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and a 6% annual cumulative, non-compounded return (8% in the case of CCIT II and CCPT IV).


(3)	Financing coordination fee payable for services in connection with the origination, assumption, or refinancing for any debt (other than loans advanced by the Company) to acquire properties or make other permitted investments.

Management Service Revenue [Member]

Schedule of Related Party Transactions

The following table shows the management fees for the Cole REITs and other real estate programs as of December 31, 2016:



Program	Asset Management / Advisory Fees ⁽¹⁾	Performance Fees ⁽²⁾
Open Programs
CCPT V	0.65% - 0.75%	—
INAV	0.90%	25%
CCIT III	0.65% - 0.75%	—

Closed Programs
CCIT II	0.65% - 0.75%	—
CCPT IV	0.65% - 0.75%	—
Other Programs	Various	—

_______________________________________________

(1) Annualized fee based on the average monthly invested assets or net asset value, if available.

(2) The performance fee is limited to 10% of the aggregate total return, for each class, for any individual year.

Revenue from Managed REITs [Member]

Schedule of Related Party Transactions

The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) and joint ventures for the years ended December 31, 2016, 2015 and 2014 (in thousands).



	Year Ended December 31,
	2016		2015		2014
Offering-related fees and reimbursements
Selling commissions ⁽¹⁾	$	19,943	$	14,101	$	57,023
Dealer manager and distribution fees ⁽²⁾	8,307		5,131		17,533
Reimbursement revenue	8,283		5,178		12,553
Offering-related fees and reimbursements	36,533		24,410		87,109

Transaction service fees and reimbursements
Acquisition fees	9,733		18,742		60,426
Disposition fees ⁽³⁾	—		4,974		—
Reimbursement revenues	2,800		2,165		4,284
Transaction service fees and reimbursements	12,533		25,881		64,710

Management fees and reimbursements
Asset and property management fees and leasing fees	220		452		596
Advisory and performance fee revenue	51,099		44,948		40,906
Reimbursement revenues	17,585		13,843		8,806
Management fees and reimbursements	68,904		59,243		50,308

Interest income on Affiliate Lines of Credit	453		1,275		307

Total related party revenues⁽⁴⁾	$	118,423	$	110,809	$	202,434

___________________________________


(1)	The Company reallowed 100% of selling commissions earned to participating broker-dealers during the years ended December 31, 2016, 2015 and 2014.


(2)	During the years ended December 31, 2016, 2015 and 2014, the Company reallowed $3.2 million, $2.1 million and $9.2 million, respectively, of dealer manager fees and/or distribution and stockholder servicing fees to participating broker-dealers as a marketing and due diligence expense reimbursement.


(3)	The Company earned a disposition fee of $4.4 million on behalf of CCIT when CCIT merged with Select Income REIT on January 29, 2015.


(4)	Total related party revenues excludes fees earned from 1031 real estate programs of $1.4 million, $5.3 million and $1.4 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Investments In Managed REITs [Member]

Schedule of Related Party Transactions

The table below presents certain information related to the Company’s investments in the Cole REITs as of December 31, 2016 (carrying amount in thousands):



	December 31, 2016
Cole REIT	% of Outstanding Shares Owned	Carrying Amount of Investment
CCPT V	0.93%	$	1,396
INAV	0.08%	140
CCIT II	0.44%	1,259
CCIT III	86.72%	1,440
CCPT IV	0.01%	113
Funds not yet in offering	100.00%	400
		$	4,748