Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2019

The table below outlines fees and expense reimbursements incurred that are payable by the Company to the Advisor and the Dealer Manager, Hines and its affiliates for the years ended December 31, 2019, 2018 and 2017 and amounts unpaid as of December 31, 2019 and 2018 (in thousands):



	Incurred During the Years Ended December 31,						Unpaid as of
Type and Recipient	2019		2018		2017		12/31/2019		12/31/2018
Selling Commissions- Dealer Manager	$	7,481	$	837	$	4,021	$	—	$	4
Dealer Manager Fee- Dealer Manager	1,337		146		1,744		—		3
Distribution & Stockholder Servicing Fees- Dealer Manager	17,696		2,411		4,947		22,479		8,332
Organization and Offering Costs- the Advisor	4,445		3,273		4,753		7,763		9,001
Acquisition Fees- the Advisor	—		—		6,741		—		—
Asset Management Fees- the Advisor	7,985		5,004		4,940		2,353		1,317
Other- the Advisor ⁽¹⁾	2,846		2,316		1,827		1,106		691
Performance Participation Allocation- the Advisor	7,713		5,954		251		7,713		5,954
Interest Expense- Hines and its affiliates ⁽²⁾	1,288		926		676		443		151
Property Management Fees- Hines and its affiliates	1,866		1,093		858		287		78
Development and Construction Management Fees- Hines and its affiliates	413		472		236		30		28
Leasing Fees- Hines and its affiliates	601		388		263		344		228
Expense Reimbursements- Hines and its affiliates (with respect to management and operations of the Company's properties)	4,506		2,168		1,599		264		235
Total	$	58,177	$	24,988	$	32,856	$	42,782	$	26,022


(1)	Includes amounts the Advisor paid on behalf of the Company such as general and administrative expenses and acquisition-related expenses. These amounts are generally reimbursed to the Advisor during the month following the period in which they are incurred.


(2)	Includes amounts paid related to the Hines Credit Facility.

Summary of Fees Related to Offering

The table below summarizes the fees paid to the Dealer Manager with respect to the sale of IPO Shares in the Initial Offering. The upfront selling commissions and dealer manager fees were a percentage of the gross offering proceeds of the shares sold in the primary offering. No upfront selling commissions or dealer manager fees were paid with respect to shares issued under the Company’s distribution reinvestment plan.



	Class AX Shares	Class TX Shares	Class IX Shares
Selling Commissions	7.00%	2.00%	None
Dealer Manager Fee Paid by the Company from Offering Proceeds	1.50%	1.25%	None
Advisor Payment of a Portion of the Dealer Manager Fee⁽¹⁾	1.50%	1.50%	1.50%
Annual Distribution and Stockholder Servicing Fee⁽²⁾	None	1.00%	0.25%

(1)

Pursuant to the Dealer Manager Agreement for the Initial Offering, the Advisor paid a portion of the dealer manager fees payable to the Dealer Manager in an amount equal to 1.5% of the gross offering proceeds with respect to Class AX shares, Class TX shares, and Class IX shares sold in the primary portion of the Initial Offering on and after August 2, 2016. The Advisor was not reimbursed by the Company in any way for the payment of such dealer manager fees.

(2)

In addition, the Dealer Manager received annual distribution and stockholder servicing fees of 1.0% or 0.25% of the gross offering price per share through October 2, 2017 and now, since we are no longer offering IPO shares, continues to receive 1.0% or 0.25% of the most recently determined NAV per share for the Class TX shares and Class IX shares purchased and outstanding. The Company will cease paying the distribution and stockholder servicing fees with respect to any particular Class TX share or Class IX share and that Class TX share or Class IX share will convert into a number of Class AX shares or Class JX shares, respectively, on the occurrence of earlier of: (i) a listing of the Class A shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the Initial Offering including the distribution and stockholder servicing fees paid on all IPO Shares sold in the Initial Offering is equal to 10.0% of the gross proceeds of the Offering from the sale of the IPO Shares; (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class TX shares or Class IX shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class TX shares or Class IX shares held in such account; and (v) on any Class TX share or Class IX share that is redeemed or repurchased.

The table below summarizes the fees payable to the Dealer Manager effective as of December 6, 2017, the effective date of the Restructuring with respect to the sale of Follow-On Offering Shares. The upfront selling commissions and dealer manager fees are based on a percentage of the gross offering proceeds of the shares sold in the primary offering. No upfront selling commissions or dealer manager fees are payable with respect to shares issued under the Company’s distribution reinvestment plan.



	Class T shares ⁽¹⁾	Class S shares ⁽¹⁾	Class D shares	Class I shares
Upfront Selling Commission and Dealer Manager Fee	3.5%	3.5%	None	None
Ongoing Distribution and Stockholder Servicing Fee (as a percentage of NAV)⁽²⁾	1.0%	1.0%	0.25%	None

(1) With respect to Class T Shares, there is a maximum upfront sales load of up to 3.5% of the gross offering proceeds from the sale of such shares in the primary offering, consisting of any combination of selling commissions and dealer manager fees. With respect to Class S shares, the upfront sales load of up to 3.5% of the gross proceeds from the sale of such shares in the primary offering consists solely of selling commissions.

(2)

The Company records distribution and stockholder servicing fees as a reduction to additional paid-in capital and the related liability in an amount equal to the maximum fees payable on the date the shares are issued. The liability will be relieved over time, as the fees are paid to the Dealer Manager, or it will be adjusted if the fees are no longer payable. For the years ended December 31, 2019 and 2018, the Company has recorded a liability of $22.5 million and $8.3 million, respectively, related to these fees, which is included in due to affiliates on the consolidated balance sheets.