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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued.
Offering Status
Through October 31, 2019, the Company had sold 17,882,661 shares of Class C common stock in the Registered Offering, for aggregate gross offering proceeds of $179,035,582, which included 1,461,804 shares of Class C common stock sold under its distribution reinvestment plan, for gross proceeds of $14,736,539. Through October 31, 2019, the Company has sold 186,260 shares of Class S common stock in the Class S Offering, for aggregate gross offering proceeds of $1,890,319, which included 1,948 shares of Class S common stock sold under its dividend reinvestment plan for gross proceeds of $19,769.
The Company filed a pre-effective amendment to its Form S-11 on October 18, 2019, which includes the Company’s updated plan of distribution whereby the Company will offer its Class C common stock through North Capital, a registered broker dealer. On October 23, 2019, North Capital filed an application with the FINRA with respect to the offering of the Company’s Class C common stock. The Registered Offering of the Company's Class C common stock is expected to recommence following receipt of a no objection letter from FINRA, and the SEC declaring the registration statement effective.
Distributions
On August 30, 2019, the Company’s board of directors declared distributions based on daily record dates for the period September 1 through September 30, 2019 at the rate of $0.00192740 per share per day on the outstanding shares of its common stock, which the Company paid on October 25, 2019.
On August 30, 2019, the Company’s board of directors also declared distributions based on daily record dates for the period October 1 through October 31, 2019, November 1 through November 30, 2019 and December 1 through December 31, 2019 at the rate of $0.00192740 per share per day on the outstanding shares of its common stock, which the Company will pay on November 25, 2019, December 26, 2019 and January 27, 2020, respectively.
Common Stock Redeemed
Subsequent to September 30, 2019, the Company redeemed 255,347 shares of Class C common stock for $2,558,712. There were no shares of Class S common stock redeemed subsequent to September 30, 2019.
Acquisition and Use of Non-Refundable Purchase Deposit
On October 24, 2019, the Company, through a wholly-owned subsidiary of the Operating Partnership, completed the acquisition of a cold storage warehouse and distribution facility with approximately 216,727 square feet located in Yuma, Arizona. This property is 100% leased to a wholly-owned subsidiary of Taylor Fresh Foods, Inc., an American-based producer of fresh-cut fruits and vegetables. The property’s triple-net lease expires on September 30, 2033. The property is expected to generate $24,124,800 in total rental revenue over the course of its remaining lease term. The contract purchase price for the property was $24,700,000 which was funded with $7,410,000 in net proceeds from the Company’s registered offering of Class C common stock (including the non-refundable purchase deposit of $2,000,000 reflected in the Company’s balance sheet as of September 30, 2019), a mortgage secured by the property for $12,350,000 that provides 10-year financing at a fixed rate of 3.85% with five years of interest only payments and 27.5-year amortization thereafter, and $4,940,000 borrowed under the Company’s line of credit. The seller of the property was not affiliated with the Company or its affiliates. Under the terms of the Advisory Agreement with its Sponsor and its Advisor, the Company paid the Advisor an acquisition fee of $741,000 in connection with this acquisition in October 2019.
Amended and Restated Share Repurchase Program
On October 14, 2019, the Company amended and restated its SRP for its Class C common stock to clarify the requirement that Class C common stock be held for 90 days before the shares will be accepted for redemption, excluding shares acquired pursuant to the Company’s distribution reinvestment plan or automatic investment program if the applicable stockholder has held their initial investment for at least 90 days.
Furthermore, the share repurchase program was amended to allow the Company to repurchase all of the Class C common stock owned by a stockholder if, as a result of a request for repurchase, such stockholder will own shares having a value of less than $500 (based on the Company’s most-recently published offering price per Class C common stock).
As discussed in Note 1, the Company temporarily suspended its share repurchase program effective October 19, 2019 and the share repurchase program will remain suspended until such time, if any, as the Company’s board of directors, in its discretion, may approve the reinstatement of the share repurchase program.
Should the Merger be completed, the Company currently anticipates the reinstatement of the share repurchase program to occur shortly after the closing of the transactions, which is expected to occur in late December 2019 or early January 2020.
Acquisition of Intellectual Property From the Sponsor and Website Hosting Agreement With BRIX REIT, Inc.
Following the announcement of the pending Self-Management Transaction, BRIX REIT suspended its offering in order to assess its advisory agreement with the Sponsor. On October 28, 2019, BRIX REIT terminated its advisory agreement with the Sponsor and became self-managed on an interim basis. BRIX REIT may consider entering into a new advisory agreement with a subsidiary of the Company in the event that the Self-Management Transaction is completed.
Effective October 28, 2019, the Operating Partnership acquired certain software and related assets of the Sponsor in order for the Operating Partnership to develop and operate a new online platform for BRIX REIT, Inc. The Operating Partnership entered into a website hosting services agreement with BRIX REIT effective October 28, 2019 pursuant to which the Operating Partnership will host the online platform at www.brix-reit.com for BRIX REIT. In connection with such hosting services, BRIX REIT will pay the Operating Partnership service fees equal to the direct cost paid by the Operating Partnership to third parties for services related to the Operating Partnership’s hosting of the online platform, plus the then-current time and materials rates charged by the Operating Partnership for the services of its personnel. The website hosting services agreement has a term of three years following its effective date and will automatically renew for successive one-year periods unless either party notifies the other of termination on or before 90 days prior to the end of the term, or unless the agreement is terminated earlier due to a material breach by either party of the agreement, either party becomes insolvent or the Operating Partnership transfers or assigns all of its right, title and interest in the online platform to a third party that is not a direct or indirect subsidiary of the Operating Partnership.