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NONCONTROLLING INTERESTS
12 Months Ended
Dec. 31, 2019
Noncontrolling Interest [Abstract]  
NONCONTROLLING INTERESTS
9. NONCONTROLLING INTERESTS
Special Units
In September 2012, the Operating Partnership issued 100 partnership units (“Special Units”) to the parent of the Advisor for consideration of $1,000. The holder of the Special Units does not participate in the profits and losses of the Operating Partnership. Amounts distributable to the holder of the Special Units will depend on operations and the amount of net sales proceeds received from asset dispositions or upon other events. In general, after holders of OP Units, in aggregate, have received cumulative distributions equal to their capital contributions plus a 6.5% cumulative, non-compounded annual pre-tax return on their net contributions, the holder of the Special Units and the holder of OP units will receive 15% and 85%, respectively, of the net sales proceeds received by the Operating Partnership upon the disposition of the Operating Partnership’s assets.
In addition, the Special Units may be redeemed by the Operating Partnership, upon the earliest to occur of the following events: a “Liquidity Event” (as defined below); or the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, as defined in “Note 10,” between the Advisor, the Company, and the Operating Partnership.
A Liquidity Event is defined as (i) a listing of the Company’s common shares on a national securities exchange (or the receipt by the Company’s shareholders of securities that are listed on a national securities exchange in exchange for the Company’s common shares); (ii) a sale, merger or other transaction in which the Company’s shareholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; or (iii) the sale of all or substantially all of the Company’s assets where the Company’s shareholders either receive, or have the option to receive, cash or other consideration.
The Company has determined that the Special Units are: (i) not redeemable at a fixed or determinable amount on a fixed or determinable date, at the option of the holder, or (ii) redeemable only upon events that are solely within the Company’s control. As a result, the Company classifies the Special Units as noncontrolling interests within permanent equity.
See “Note 14” for information regarding the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Third A&R Partnership Agreement”), which was entered into following the completion of the Asset Sale.
Subsidiary REITs
During the year ended December 31, 2016, the Company acquired controlling interests in four Subsidiary REITs that each own one building for a total aggregate purchase price of approximately $106.3 million. The Company indirectly owned and controlled the respective managing member of each of the Subsidiary REITs. Noncontrolling interests represent the portion of equity in the Subsidiary REITs that the Company does not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as noncontrolling interests within permanent equity. The noncontrolling interests consisted of redeemable preferred shares with a 12.5% annual preferred dividend. Collectively, the Subsidiary REITs had 500 preferred shares issued and outstanding at a par value of $1,000 per share, for an aggregate amount of $0.5 million. The preferred shares were non-voting and had no rights to income or loss. On November 20, 2017, the preferred shares were redeemed by the respective Subsidiary REITs for $1,000 per share, plus accumulated and unpaid dividends and a redemption premium, for an aggregate amount of approximately $0.6 million. The Subsidiary REITs were subsequently dissolved.