XML 72 R31.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related-Party Transactions
 12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions
Transactions with Goldman
Prior to the March 2019 secondary offering, Goldman was a significant shareholder of the Company. Goldman is considered a related party as a result of their ownership for a portion of the current year, and therefore, the Company has disclosed the fees paid to Goldman for various services provided. The Company continues to use services provided by Goldman in the ordinary course of business subsequent to Goldman’s complete disposition of ownership in March 2019.
Affiliates of Goldman are part of the lending group under the 2018 Senior Unsecured Credit Facility, and have a $90.0 million, or 7.1%, total commitment. Another affiliate of Goldman was one of the lending group under the ANZ Loans (with a 2.5% participation in the Australia Term Loan and 31.8% in the New Zealand Term Loan), which the Company repaid during December 2018. Goldman was also the counterparty to the interest rate swap agreements, which were terminated in December 2018 in connection with the extinguishment of the ANZ Loans.
As a member of the previously described lending groups, the Company is required to pay certain fees to Goldman, which may include interest on borrowings, unused facility fees, letter of credit participation fees, and letter of credit facility fees. The Company paid interest expense and fees to Goldman totaling approximately $1.4 million, $2.3 million, and $0.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. Interest payable to Goldman was nominal as of December 31, 2019, 2018, and 2017. The net settlements of the terminated ANZ interest rate swap agreements are not included in the figures above and totaled approximately $1.2 million and $1.5 million for the years ended December 31, 2018 and 2017, respectively. In addition, a swap termination fee was paid to Goldman in 2018 of $1.8 million in conjunction with the extinguishment of the ANZ Loans.
In connection with the April 2019 follow-on offering, the May 2019 debt private placement and the Cloverleaf Acquisition, Goldman received total fees of approximately $15.2 million.
In connection with the secondary offering completed in March 2019, Goldman sold their remaining common shares of the Company, totaling 8,061,228 common shares, in an underwritten public offering. The Company did not receive any proceeds from the shares sold by Goldman and its affiliates in this offering. In connection with this transaction, Goldman received an underwriting fee of approximately$2.6 million. Although Goldman was no longer a significant shareholder of the Company, Bradley Gross, a partner at Goldman Sachs, remained on the Board of Trustees through May 22, 2019. Mr. Gross did not stand for re-election to the Board of Trustees in connection with the Company’s annual meeting of shareholders.
In January 2019, the Company entered into an interest rate swap with Goldman to hedge the changes in the cash flows of variable interest rate payments on our outstanding 2018 Senior Unsecured Term Loan A Facility. Net settlements under the interest rate swap commenced during the three months ended March 31, 2019. The net settlement of the swap for the year ended December 31, 2019 was $0.2 million.
In December 2018, the Company entered into cross-currency swaps with Goldman to fix the cash flows of interest and principal payments on our foreign-currency denominated intercompany loans. Refer to Notes 2 and 11 for more information regarding the cross-currency swaps. These cash flows under the cross currency swaps are made semi-annually and began during the third quarter of 2019. These payments are excluded from amounts disclosed above since they represent ongoing settlements of foreign exchange forwards. Additionally, the Company periodically enters into foreign exchange spot trades with Goldman to facilitate the movement of funds between our international subsidiaries and the U.S., including the funding of the previously mentioned intercompany loans.
In connection with the follow-on offering completed in September 2018, Goldman sold 9,083,280 common shares, and after giving effect to the sale owned approximately 9.9% of the Company’s common shares. In connection with the follow-on offering, Goldman received an underwriting fee of approximately $5.0 million, and received a refund of approximately $0.7 million representing the underwriting discount on the gross proceeds received by the selling shareholders.
In December 2017, the Company prepaid in escrow a $0.2 million fee to Goldman for its share of the 2018 Senior Secured Credit Facilities commitment, which was related to the refinancing that occurred in tandem with the IPO. In connection with the IPO, Goldman converted its Series B Preferred Shares into 28,808,224 common shares. After giving effect to the full exercise of the underwriters’ option to purchase additional common shares during the IPO, and after giving effect to the sale by Goldman of 5,163,716 common shares in the IPO, Goldman owned approximately 16.7% of the Company’s common shares. In connection with the IPO, Goldman received a refund from the underwriters of approximately $1.6 million, which represents the underwriting discount on the gross proceeds received by the selling shareholders.