8. STOCKHOLDERS’ EQUITY

Public Offerings

On February 18, 2016, the SEC declared the Company’s registration statement for its initial public offering of up to $2.0 billion of shares of its common stock effective. On September 5, 2019, the Company’s initial public offering was terminated immediately upon effectiveness of the Company’s registration statement for its follow-on public offering of up to $2.0 billion of shares of its common stock, and the follow-on public offering commenced the same day. Under the follow-on public offering, the Company is offering up to $1.5 billion of shares of its common stock in the primary offering and up to $500.0 million of shares of its common stock pursuant to its distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. The Company may reallocate amounts between the primary offering and distribution reinvestment plan. The Company’s follow-on public offering is a continuous offering that will end no later than September 5, 2021, unless extended in accordance with federal and state securities laws. Black Creek Capital Markets, LLC (the “Dealer Manager”), a related party, provides dealer manager services in connection with the Company’s public offerings.

The Class T shares, Class W shares, and Class I shares, all of which are collectively referred to herein as shares of common stock, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T shares and Class W shares will be lower than the per share amount of distributions paid on Class I shares because of the distribution fees payable with respect to Class T shares and Class W shares sold in the primary offering.

Pursuant to its public offerings, the Company offered and continues to offer shares of its common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of the Company’s common stock most recently disclosed. The Company’s NAV per share is calculated as of the last calendar day of each month for each of its outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to the Company’s distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. The Company may update a previously disclosed transaction price in cases where the Company believes there has been a material change (positive or negative) to its NAV per share relative to the most recently disclosed monthly NAV per share.

Private Offering

On December 1, 2016, the Company issued to each of 125 separate investors 56 Class I shares of common stock and 56 Class T shares of common stock. The purchase price for all shares was $8.90 per share. In the aggregate, the Company issued 7,000 Class I shares and 7,000 Class T shares for $124,600. The Company issued these shares of common stock in a private transaction exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. In conjunction with issuing these shares, the Company incurred offering costs of $24,694. These costs were determined to be a cost of raising capital and were recorded as additional paid-in capital. The private offering also included the issuance of promissory notes to the investors, as described in “Note 6.” See below for a summary of total amount raised in the private offering.

Summary of the Public and Private Offerings

A summary of the Company’s public offerings, including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”), and its private offering, as of December 31, 2019, is as follows:



(in thousands)	Class T		Class W		Class I		Notes to Stockholders (1)		Total
Amount of gross proceeds raised:
Primary offering	$	465,829	$	27,526	$	12,393	$	—	$	505,748
DRIP	10,816		370		308		—		11,494
Private offering	62		—		62		376		500
Total offering	$	476,707	$	27,896	$	12,763	$	376	$	517,742
Number of shares issued:
Primary offering	44,316		2,738		1,253		—		48,307
DRIP	1,077		37		31		—		1,145
Private offering	7		—		7		—		14
Stock grants	—		6		3		—		9
Total offering	45,400		2,781		1,294		—		49,475


(1)	On October 1, 2019, the Company repaid the notes to stockholders in their entirety, plus accrued interest. See “Note 6 to the Consolidated Financial Statements” for further detail regarding the notes to stockholders.

As of December 31, 2019, approximately $1.9 billion in shares of common stock remained available for sale pursuant to the Company’s follow-on public offering in any combination of Class T, Class W and Class I shares, including approximately $496.9 million in shares of common stock available for sale through the Company’s distribution reinvestment plan, which may be reallocated for sale in the primary offering.

Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:



(in thousands)	Class T Shares		Class W Shares		Class I Shares (1)		Total Shares
Balance as of December 31, 2016	7		—		248		255
Issuance of common stock:
Primary shares	968		—		—		968
DRIP	1		—		5		6
Stock dividends	—		6		3		9
Balance as of December 31, 2017	976		6		256		1,238
Issuance of common stock:
Primary shares	18,643		154		97		18,894
DRIP	189		1		6		196
Redemptions	(49	)	—		(14	)	(63	)
Balance as of December 31, 2018	19,759		161		345		20,265
Issuance of common stock:
Primary shares	24,705		2,584		935		28,224
DRIP	887		36		20		943
Stock grants	—		—		76		76
Redemptions	(111	)	(45	)	(77	)	(233	)
Balance as of December 31, 2019	45,240		2,736		1,299		49,275


(1)	Includes 20,000 Class I shares sold to the Advisor in November 2014. See “Note 10” for additional information.

Dividends

Prior to the third quarter of 2017, cash distributions were paid on a quarterly basis and were calculated for each day the stockholder had been a stockholder of record during such quarter. Beginning with the third quarter of 2017, cash distributions have been paid on a monthly basis and are calculated as of monthly record dates. Cash distributions for stockholders who had elected to participate in the Company’s distribution reinvestment plan were reinvested into shares of the same class of the Company’s common stock as the shares to which the distributions related. In addition to the cash distributions, the Company’s board of directors authorized special daily stock dividends to all common stockholders of record as of the close of business on each day for the first, second and third quarters of 2017 in an amount equal to 0.0000410959 of a share of common stock on each outstanding share of common stock. These special stock dividends were issued as additional shares of the same class of the Company’s common stock as the shares to which the stock dividends related. The special stock dividends were issued and recorded in our stockholder records on the first business day of the calendar month immediately following the last day of the applicable calendar quarter. Stock dividends for each stockholder were calculated for each day the stockholder had been a stockholder of record during such quarter. In addition to the special stock dividends, the Company’s board of directors authorized the issuance of a stock dividend to all holders of Class T shares, whereby each Class T shareholder of record as of the close of business on September 29, 2017 received 50 Class W shares. This stock dividend was issued following the close of business on October 2, 2017. The Company refers to cash distributions and stock dividends collectively as dividends.

Cash Distributions. The following table summarizes the Company’s cash distribution activity (including distributions reinvested in shares of the Company’s common stock) for each of the quarters ended below:



	Amount
(in thousands, except per share data)	Declared per Common Share (1)		Paid in Cash		Reinvested in Shares		Distribution Fees (2)		Gross Distributions (3)
2019
December 31	$	0.13625	$	2,058	$	3,242	$	1,105	$	6,405
September 30	0.13625		1,841		2,866		992		5,699
June 30	0.13625		1,558		2,319		818		4,695
March 31	0.13625		1,178		1,744		620		3,542
Total	$	0.54500	$	6,635	$	10,171	$	3,535	$	20,341
2018
December 31	$	0.13625	$	747	$	1,102	$	406	$	2,255
September 30	0.13625		495		681		256		1,432
June 30	0.13625		305		399		147		851
March 31	0.13625		140		197		67		404
Total	$	0.54500	$	1,687	$	2,379	$	876	$	4,942
2017
December 31	$	0.13625	$	45	$	44	$	12	$	101
September 30	0.13625		25		11		—		36
June 30	0.12950		23		10		—		33
March 31	0.12950		23		10		—		33
	$	0.53150	$	116	$	75	$	12	$	203

(1)

Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. As noted above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class W shares.


(2)	Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings only. Refer to “Note 10” for further detail regarding distribution fees.


(3)	Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings.

Redemptions

Subject to certain restrictions and limitations, a stockholder may redeem shares of the Company’s common stock, regardless of share class, for cash at a price equal to the transaction price in effect as of the last calendar day of that month, except that shares of the Company’s common stock that have not been outstanding for at least one year will be redeemed at 95.0% of the transaction price and Class T shares that have been outstanding for at least one year but less than two years will be redeemed at 97.5% of the transaction price. The “transaction price” generally will be equal to the NAV per share of the Company’s common stock most recently disclosed by the Company. Redemptions are limited by the Company in accordance with a monthly and quarterly cap. While the Company is not obligated to redeem shares of its common stock under its share redemption program, it intends to redeem shares under its share redemption program on a monthly basis. However, the Company’s board of directors may determine from time to time to adjust the timing of redemptions or suspend, terminate or otherwise modify the Company’s share redemption program.

The following table summarizes the Company’s redemption activity for the periods presented below:



	For the Year Ended December 31,
(in thousands, except per share data)	2019		2018		2017
Number of eligible shares redeemed	233		63		—
Aggregate dollar amount of shares redeemed	$	2,285	$	603	$	—
Average redemption price per share	$	9.81	$	9.57	$	—