XML 30 R20.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 14 – Subsequent Events

Common Stock Repurchases

Subsequent to June 30, 2020, the Company received and completed one eligible repurchase request for a total of 1,941 shares in the amount of $44,668.

Charter Amendments

On July 30, 2020, Cantor Fitzgerald Income Trust, Inc., formerly known as Rodin Global Property Trust, Inc. (the “Company”), amended its charter (as amended, the “Charter”) to change its name from Rodin Global Property Trust, Inc. to Cantor Fitzgerald Income Trust, Inc. The Company also amended the Charter to redesignate its issued and outstanding classes of common stock. As described in the Company’s Second Articles of Amendment to Second Articles of Amendment and Restatement, the Company has redesignated its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. This change has not impacted the rights associated with the Class A shares. Class T shares and Class I Shares. In addition, on July 30, 2020, as set forth in the Charter, as supplemented by Articles Supplementary, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares. The Class AX Shares, Class D Shares, Class I Shares, Class IX Shares, Class S Shares, Class T Shares and Class TX Shares have the same voting rights and rights upon liquidation, although distributions are expected to differ due to the distribution fees payable with respect to Class D Shares, Class S Shares, Class T Shares and Class TX Shares, which will reduce distributions to the holders of such shares.

Status of the Initial Offering

The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. As of August 11, 2020, the Company had sold an aggregate of 6,189,045 shares of its common stock (consisting of 3,495,277 Class AX shares, 1,479,864 Class TX shares, and 1,213,904 Class IX shares) in the Initial Offering resulting in net proceeds of $152,272,245 to the Company as payment for such shares.

Follow-On Offering

On August 10, 2020, the SEC declared the Registration Statement for the Follow-On Offering effective. Upon commencement of the Follow-On Offering, the Company began operating as a non-exchange traded perpetual-life REIT instead of operating as a REIT of finite duration. In connection with the determination to operate as a perpetual-life REIT, the Company’s board of directors has determined to update the Company’s investment strategy. Prior to the commencement of the Follow-On Offering, the Company’s investment strategy was focused primarily on the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other European countries, as well as origination and investment in loans related to net leased commercial properties. Upon commencement of the Follow-On Offering, the Company intends to invest in a diversified portfolio of stabilized income-producing commercial real-estate and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of its assets in properties and real estate-related debt; and (b) up to 20% of its assets in real estate-related securities.

Dealer Manager Agreement

In connection with commencement of the Follow-On Offering, on August 10, 2020, the Company and the Dealer Manager entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”), pursuant to which the Dealer Manager was designated as the dealer manager for the Follow-On Offering.

Amended Advisory Agreement

On August 10, 2020, the Company entered into Second Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) with the Advisor and the Operating Partnership. Under the Amended Advisory Agreement, acquisition and disposition fees, including specified property management and oversight fees and refinancing coordination fees, previously payable to the Advisor under the prior advisory agreement were eliminated, although the Advisor continues to be entitled to reimbursement for acquisition and disposition expenses. Under the Amended Advisory Agreement, the Advisor will continue to be paid a fixed asset management fee equal to 1.20% of NAV per annum payable monthly. Further, under the Amended Advisory Agreement, the 1% Cap for reimbursement will be calculated based on 1% of gross offering proceeds from all of our public offerings (including the Initial Offering) as of such payment date.

Amended Operating Partnership Agreement

On August 10, 2020, the Company entered into the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amended Operating Partnership Agreement”), between the Company, as general partner, and the Special Unit Holder, in order to reflect: (i) that the operating partnership units have been redesignated and reclassified to correspond to the classes of the Company’s common stock, consisting of Class AX, Class D, Class I, Class IX, Class S, Class T and Class TX operating partnership units (the “OP Units”); (ii) the elimination of the incentive fee payable to the Special Unit Holder in connection with a liquidity event or certain other events; and (iii) that, so long as the Amended Advisory Agreement has not been terminated, the Special Unit Holder will be entitled to a performance participation interest in the Operating Partnership, that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount, with a Catch-Up (each term as defined in the Amended Operating Partnership Agreement). Such allocation will be made annually and accrue monthly.

Amended Distribution Support Agreement

On August 10, 2020, the Company and CFI entered into Second Amended and Restated Distribution Support Agreement (the “Amended Distribution Support Agreement”) to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the distribution support agreement in the Initial Offering). As of August 13, 2020, CFI’s remaining obligation pursuant to the Distribution Support Agreement is limited to $1,867,720.

Amended Distribution Reinvestment Plan

In connection with the Follow-On Offering, the Company’s board of directors approved and adopted the Amended and Restated Distribution Reinvestment Plan (the “Amended DRP”) on July 27, 2020. Pursuant to the terms of the Amended DRP, the distributions payable to a stockholder who purchased shares in the Follow-On Offering will be automatically reinvested in additional whole or fractional shares of common stock, unless the stockholder is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, Ohio, Vermont or Washington, is a client of a participating broker dealer that does not permit automatic enrollment in the Amended DRP, or the stockholder elects not to become a participant by noting such election on the subscription agreement. If the stockholder is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, Ohio, Vermont or Washington, or a client of a participating broker dealer that does not permit automatic enrollment in the Amended DRP, the stockholder may choose to enroll as a participant by noting such election on the subscription agreement. The Amended DRP also provides that participants may terminate their participation in the distribution reinvestment plan at any time by providing the Company with 10 days’ written notice. Other than as described above, there were no other material changes to the terms of the Company’s distribution reinvestment plan.

Second Amended and Restated Share Repurchase Program

In addition, in connection with the Follow-On Offering, the Company’s board of directors approved the second amendment and restatement of the Company’s share repurchase program (the “Amended SRP”) on July 27, 2020. Repurchases of shares under the Amended SRP will be made on a monthly basis. Subject to the limitations of and restrictions provided for in the Amended SRP, and subject to funds being available, shares repurchased under the Amended SRP will be repurchased at the transaction price in effect on the date of repurchase, which, after the Company commences monthly valuations, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the Amended SRP, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

There is no minimum holding period for shares under the Amended SRP and stockholders may request that the Company redeem their shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the redemption price that would otherwise apply to the class of shares being redeemed; provided, that, the period that shares were held prior to being converted into shares of different class will count toward the total hold period for such shares. The Company intends to waive the 5% holding discount with respect to the repurchase of shares acquired pursuant to its distribution reinvestment plan and shares issued as stock dividends. In addition, upon request, the Company intends to waive the 5% holding discount in the case of the death or disability of a stockholder.

Distributions

Distributions are made on all classes of the Company’s common stock at the same time. On August 12, 2020, the Company’s board of directors authorized, and the Company declared, distributions for the period from August 14, 2020 to August 31, 2020, in an amount equal to $0.004253787 per day (or approximately $1.55 on an annual basis) per Class AX share, Class IX share and Class TX share, less, for holders of Class TX shares, the distribution fees that are payable with respect to Class TX shares. The distributions are payable by the 5th business day following each month end.