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Commitments and Contingencies
12 Months Ended
Dec. 31, 2013
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 8. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan that allows our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. The plan became effective on the effective date of our Initial Offering. The purchase price per share was the higher of $9.50 per share or 95% of the fair market value of a share of our common stock. On March 28, 2012, the purchase price per share under the distribution reinvestment plan was changed to 95% of the offering price of our shares. On September 18, 2013, our board of directors amended and restated our distribution reinvestment plan to change the purchase price per share from 95% of the offering price to approximately $10.25 (which currently results in the same price as prior to this amendment and restatement) and make other certain minor revisions related to the closing of our Offering. Our board of directors may set or change the purchase price at any time in its sole and absolute discretion based upon such factors as it deems appropriate.

Following the termination of our Offering, on September 22, 2013, we filed with the SEC a Registration Statement on Form S-3, which incorporated the amended and restated distribution reinvestment plan and registered up to an additional $51.25 million in shares. The Form S-3 allows us to continue to offer shares pursuant to our amended and restated distribution reinvestment plan beyond September 22, 2013; however we may amend or terminate the plan at any time upon 10 days’ prior written notice to stockholders. The plan was effective as of September 28, 2013.

No sales commission or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. As of December 31, 2013, we have sold approximately 0.4 million shares through our DRP offering.

Share Redemption Program

On November 1, 2013, we filed an 8-K with the SEC that announced the termination of our share redemption program. Our management and board of directors determined that termination of the share redemption program was prudent due to the closure of our Offering and in consideration of our continued pursuit of certain strategic alternatives to provide stockholder liquidity. Pursuant to the terms of the share redemption program, investors had 30 days from the date of the notice (November 1, 2013) to submit any final requests for redemption, thus, any requests for redemption were required to received by us and in good order by December 1, 2013. We satisfied all such redemption requests on December 31, 2013.

 

During the year ended December 31, 2013, we redeemed approximately 1.5 million shares of common stock for approximately $14.4 million ($9.75 per share). During the year ended December 31, 2012, we redeemed approximately 1.3 million shares of common stock for approximately $12.6 million ($9.60 per share). During the year ended December 31, 2011, we redeemed approximately 993,300 shares of common stock for approximately $9.7 million ($9.75 per share).

Redeemable Common Stock—State of Washington

In the third quarter of 2012, we discovered that, due to a clerical error, we exceeded our registration amount in the State of Washington during a three month period in 2012. Upon this discovery, we immediately took action to increase our registration amount; however, stockholders who purchased shares in excess of the amount then-registered in the State of Washington were entitled to a rescission of their respective investments (totaling approximately $3.9 million) in our shares, as the shares they originally purchased were unregistered. If any of those stockholders sought a rescission, we would have been required to redeem their shares.

During the third quarter of 2013, we sent such investors an offer to rescind their respective investments. One investor that held approximately 1,000 shares ($10,000) accepted our offer and such rescission was completed subsequent to September 30, 2013. The remaining investors did not accept our offer, and the rescission offer is now expired.

Operating Partnership Redemption Rights

The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. The holders of the Class D Units have agreed to modified exchange rights that prevent them from exercising their exchange rights: (1) until the earlier of (a) a listing of our shares or (b) our merger into another entity whereby our stockholders receive securities listed on a national securities exchange; or (2) until FFO of the properties contributed by the holders of the Class D Units reaches $0.70 per share, based on our fully-loaded cost of equity. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as our Sponsor is acting as our sponsor.

Ground Lease Commitment—SF Bay Area—San Lorenzo

In connection with the acquisition of our SF Bay Area – San Lorenzo property, we assumed a land lease, with a remaining term of approximately 21 years as of December 31, 2013 and recorded rent expense of approximately $147,000. The lease has minimum lease payments of approximately $133,000, $139,000, $139,000, $139,000 and $139,000 for the years ending 2014, 2015, 2016, 2017 and 2018, respectively.

Other Contingencies

We have been involved in routine litigation and threatened litigation arising in the ordinary course of business. While the outcome of any litigation is inherently unpredictable, we believe the likelihood of these pending legal matters having a material adverse effect on our financial condition or results of operations is remote.