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Equity
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Equity

NOTE 3 – EQUITY

The Company was authorized to sell up to 150,000,000 shares of common stock at $10 per share in an initial public “best efforts” offering (the “Offering”) which commenced on October 18, 2012 and concluded on October 16, 2015.  The Company issued 83,835,055 shares of common stock generating gross proceeds of $834,399 from the Offering.  As of March 31, 2017, there were 88,593,002 shares of common stock outstanding including 6,596,137 shares issued through the distribution reinvestment plan (“DRP”), net of 1,838,190 shares repurchased through the share repurchase program (“SRP”).    

 

On March 29, 2017 the Company’s board of directors determined an estimated per share net asset value (the “Estimated Per Share NAV”) of the Company’s common stock of $9.05 as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 30, 2017.  The Company’s previously estimated per share net asset value of $9.02 was established on April 7, 2016.

The Company provides the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders.

Distribution Reinvestment Plan

 

The Company provides existing stockholders with the option to purchase additional shares from the Company by automatically reinvesting distributions through the DRP, subject to certain share ownership restrictions. The Company does not pay any selling commissions or a marketing contribution and due diligence expense allowance in connection with the DRP. Pursuant to the DRP, the price per share for shares of common stock purchased under the DRP is equal to the estimated value of a share, as determined by the Company’s board of directors and reported by the Company from time to time, until the shares become listed for trading, if a listing occurs, assuming that the DRP has not been terminated or suspended in connection with such listing. Prior to April 7, 2016 shares were sold through the DRP at a price of $9.50 per share.  Subsequently, shares were sold through the DRP at a price of $9.02 until March 30, 2017, when the Company reported a new Estimated Per Share NAV. Accordingly, under the DRP, beginning with reinvestments made on and after March 30, 2017, and until the Company announces a new estimated per share net asset value, distributions may be reinvested for shares of the Company’s common stock at a price equal to $9.05 per share. 

 

Distributions reinvested through the DRP were $6,780 and $6,924 for the three months ended March 31, 2017 and 2016, respectively.

Share Repurchase Program

 

Under the SRP, the Company is authorized to purchase shares from stockholders who purchased their shares from the Company or received their shares through a non-cash transfer and who have held their shares for at least one year, if requested, if the Company chooses to purchase them. Subject to funds being available, the Company limits the number of shares repurchased during any calendar year to 5% of the number of shares outstanding on December 31st of the previous calendar year. Funding for the SRP comes from proceeds the Company receives from the DRP. In the case of repurchases made upon the death of a stockholder or qualifying disability, as defined in the SRP, neither the one year holding period, the limit regarding funds available from the DRP nor the 5% limit applies. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. In addition, the Company’s board of directors, in its sole direction, may, at any time, amend, suspend or terminate the SRP.

Pursuant to the SRP, the Company may repurchase shares at prices ranging from 92.5% of the “share price,” as defined in the SRP, for stockholders who have owned shares for at least one year to 100% of the “share price” for stockholders who have owned shares for at least four years. For repurchases sought upon a stockholder’s death or qualifying disability, the Company may repurchase shares at a price equal to 100% of the “share price.” As used in the SRP, “share price” means the lesser of (1) the offering price of the Company’s shares in the Offering (unless the shares were purchased at a discount from that price, and then that purchase price), reduced by any distributions of net sale proceeds that the Company designates as constituting a return of capital; or (2) the most recently disclosed estimated value per share. Accordingly, under the SRP, beginning with repurchases on and after March 30, 2017, and until we announce a new Estimated Per Share NAV, the “share price” will be equal to $9.05 per share.

 

Repurchases through the SRP were $2,737 and $2,371 for the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017 and December 31, 2016, the Company’s liability related to the SRP was $1,382 and $1,448, respectively, recorded in other liabilities on the Company’s consolidated balance sheets.