Subsequent Events

12 Months Ended

Dec. 31, 2018

Note 16 – Subsequent Events

Issuance of LTIP Units under the Third Amended 2014 Incentive Plans

On January 1, 2019, the Company granted certain equity grants of LTIPs of the Company’s operating partnership to various executive officers under the Third Amended 2014 Incentive Plans pursuant to the executive officers’ employment and service agreements as time-based LTIPs and performance-based LTIPs. All of these LTIP grants require continuous employment for vesting. Time-based LTIPs were issued amounting to 196,023 LTIPs that vest over approximately three years. Performance-based LTIPs were issued amounting to 294,031 LTIPs, are subject to a three-year performance period, and will vest immediately upon successful achievement of performance-based conditions.

In addition, on January 1, 2019, the Company granted 6,836 LTIP Units pursuant to the Third Amended 2014 Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. The LTIP Units vested immediately upon issuance.

Distributions Declared

On January 11, 2019, the Company’s Board authorized, and the Company declared, monthly dividends for the first quarter of 2019 equal to monthly rate of $5.00 per share on the Series B Preferred Stock, payable monthly to the stockholders of record as of January 25, 2019, February 25, 2019 and March 25, 2019, which was paid in cash on February 5, 2019, and which will be paid in cash on March 5, 2019 and April 5, 2019, respectively.

Distributions Paid

The following distributions were paid to the Company’s stockholders, as well as holders of OP and LTIP Units, subsequent to December 31, 2018 (amounts in thousands):

Shares	Declaration Date	Record Date	Date Paid	Distributions per Share		Total Distribution
Class A Common Stock	December 7, 2018	December 24, 2018	January 4, 2019	$	0.1625000	$	3,819
Class C Common Stock	December 7, 2018	December 24, 2018	January 4, 2019	$	0.1625000	$	12
Series A Preferred Stock	December 7, 2018	December 24, 2018	January 4, 2019	$	0.5156250	$	2,950
Series B Preferred Stock	October 12, 2018	December 24, 2018	January 4, 2019	$	5.0000000	$	1,530
Series C Preferred Stock	December 7, 2018	December 24, 2018	January 4, 2019	$	0.4765625	$	1,107
Series D Preferred Stock	December 7, 2018	December 24, 2018	January 4, 2019	$	0.4453125	$	1,269
OP Units	December 7, 2018	December 24, 2018	January 4, 2019	$	0.1625000	$	1,038
LTIP Units	December 7, 2018	December 24, 2018	January 4, 2019	$	0.1625000	$	262

Series B Preferred Stock	January 11, 2019	January 25, 2019	February 5, 2019	$	5.0000000	$	1,625
Total						$	13,612

Chapel Hill Interests

On January 23, 2019, the Company, through BRG Chapel Hill Lender, LLC “BRG Chapel Hill Lender”, an indirect subsidiary, provided a $7.8 million senior loan (the “BRG Chapel Hill Loan”) to BR Chapel Hill, LLC (“BR Chapel Hill”). BR Chapel Hill JV, LLC (“BR Chapel Hill JV”) owns a 100.0% interest in BR Chapel Hill and is a joint venture with common interests held by Fund I, Fund II, and BR Chapel Hill Investment, LLC, all managed by affiliates of the former Manager. The BRG Chapel Hill Loan is secured by BR Chapel Hill’s fee simple interest in the Chapel Hill property. The BRG Chapel Hill Loan matures on January 23, 2021 and bears interest at a fixed rate of 10.0%. Regular monthly payments are interest-only during the initial term. The BRG Chapel Hill Loan can be prepaid without penalty.

In conjunction with the BRG Chapel Hill Loan, on January 23, 2019, the Company, through BRG Chapel Hill Lender, provided a $0.8 million mezzanine loan to BR Chapel Hill JV, which is secured by the Chapel Hill property. The loan bears interest at a fixed rate of 10.0% per annum and matures on the earliest to occur of: (i) the latest to occur of (a) January 23, 2021, or (b) the applicable maturity date under any extension granted under any construction financing, (ii) the date of sale or transfer of property, and (iii) such earlier date, by declaration of acceleration or otherwise, on which the final payment of principal becomes due. The loan can be prepaid without penalty.

Acquisition of Additional Interest in ARIUM Pine Lakes

On January 29, 2019, the Company, through subsidiaries of its Operating Partnership, purchased the non-controlling partner’s interest in ARIUM Pine Lakes for $7.8 million, increasing the Company’s interest in the property from 85.0% to 100.0%

Vickers Historic Roswell Mezzanine Financing

On February 25, 2019, the Company’s audit committee authorized and approved a proposal for the Company, through BRG Vickers, and on behalf of Fund III, to fund a capital call of $1.2 million by increasing its mezzanine loan to BR Vickers JV Member. In exchange for contributing Fund III’s share of the total $1.2 million capital call, the Company will receive an additional 5.0 basis point discount purchase option and will have the right to exercise an option to purchase, at the greater of a 17.5 basis point discount to fair market value or 15% internal rate of return for Fund III, up to a 100% common membership interest in BR Vickers JV Member.