Capital Transactions

Public Offering

The Registration Statement became effective on March 7, 2018, and the Company began offering up to $1,000,000,000 of shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offering, uses its best effort but is not required to sell any specific amount of shares. The Company is offering, in any combination, four classes of shares in the Public Offering: Class A shares, Class T shares, Class D shares and Class I shares. The initial minimum permitted purchase amount is $5,000 in shares. There are differing selling fees and commissions for each share class. The Company also pays distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Public Offering price, selling commissions and dealer manager fees per share class are determined monthly as approved by the Company’s board of directors. As of March 31, 2020, the Public Offering price was $29.23 per Class A share, $28.16 per Class T share, $26.40 per Class D share and $26.99 per Class I share. See Note 12. “Subsequent Events” for information on changes to the Public Offering price, selling commissions and dealer manager / placement agent fees by share class.

The Company is also offering, in any combination, up to $100,000,000 of Class A shares, Class T shares, Class D shares and Class I shares to be issued pursuant to its distribution reinvestment plan. See Note 12. “Subsequent Events” for additional information related to the Public Offering.

Class FA Private Offerings

In April and June 2019, the Company launched separate Class FA Private Offerings of up to $50.0 million each of Class FA shares pursuant to the applicable exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated under the Securities Act. Under the Follow-On Class FA Private Offering the Company paid the Placement Agent a selling commission of up to 5.5% and placement agent fee of up to 3.0% of the sale price for each Class FA share sold in the Follow-On Class FA Private Offering, except as a reduction or sales load waiver may apply. There was no selling commission or placement fee on the sale of Class FA shares sold in the Class FA Private Offering. The Class FA Private Offering closed in December 2019 and the Follow-On Class FA Private Offering closed in March 2020.

Class S Private Offering

In January 2020, the Company’s board of directors authorized the designation of Class S shares and the Company commenced the Class S Private Offering of up to $50.0 million of Class S shares. The Placement Agent serves as placement agent for the Class S Private Offering. The Class S Private Offering is being conducted pursuant to the applicable exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated under the Securities Act. The Company will pay the Placement Agent a selling commission of up to 2.0% and a placement agent fee of up to 1.5% of the sale price for each Class S share sold in the Class S Private Offering, except as a reduction or sales load waiver that may apply. There are no ongoing distribution and shareholder servicing fees paid by the Company with respect to its Class S shares. Subject to requirements under the Securities Act and the applicable state securities laws of any jurisdiction, the Company intends to conduct the Class S Private Offering until the earlier of: (i) the date it has sold the maximum offering amount of the Class S Private Offering or (ii) six (6) full months from the commencement of the Class S Private Offering. However, the Company reserves the right to extend the outside date of the Class S Private Offering in its sole discretion but in no event longer than an additional three (3) full months. The Company may suspend or terminate the Class S Private Offering at any time in its sole discretion.

In conjunction with the launch of the Class S Private Offering, in January 2020 the Company’s board of directors reclassified 100,000,000 authorized shares of Class T shares to Class S shares, resulting in shares authorized of 7,400,000 Class FA shares, 94,660,000 Class A shares, 558,620,000 Class T shares, 94,660,000 Class D shares, 94,660,000 Class I shares and 100,000,000 Class S shares.

As of March 31, 2020, the purchase price for each Class S share in the Class S Private Offering was $28.56 per share.

The following table summarizes the total shares issued and proceeds received by share class in connection with the Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the three months ended March 31, 2020 and 2019:



	Three Months Ended March 31, 2020
	Proceeds from Offerings								Distributions Reinvested⁽¹⁾			Total
Share Class	Shares Issued	Gross Proceeds		Sales Load ⁽²⁾⁽³⁾			Net Proceeds to Company⁽⁵⁾		Shares	Proceeds to Company		Shares	Net Proceeds to Company⁽⁵⁾		Average Net Proceeds per Share
Class FA	474,091	$	13,209,000	$	(117,975	)	$	13,091,025	—	$	—	474,091	$	13,091,025	$	27.61
Class A	120,775	3,461,287		(224,005		)	3,237,282		6,600	176,976		127,375	3,414,258		26.80
Class T	134,641	3,802,228		(180,606		)	3,621,622		1,012	27,216		135,653	3,648,838		26.90
Class D	27,873	738,000		—			738,000		2,033	53,846		29,906	791,846		26.48
Class I	181,784	4,914,955		—			4,914,955		4,515	122,149		186,299	5,037,104		27.04
Class S	9,030	255,000		(6,125		)	248,875		—	—		9,030	248,875		27.56
	948,194	$	26,380,470	$	(528,711	)	$	25,851,759	14,160	$	380,187	962,354	$	26,231,946	$	27.26



	Three Months Ended March 31, 2019
	Proceeds from Offerings								Distributions Reinvested⁽⁴⁾			Total
Share Class	Shares Issued	Gross Proceeds		Sales Load			Net Proceeds to Company		Shares	Proceeds to Company		Shares	Net Proceeds to Company		Average Net Proceeds per Share
Class A	177,162	5,072,865		(392,249		)	4,680,616		1,769	46,687		178,931	4,727,303		26.42
Class T	24,231	675,000		(32,062		)	642,938		56	1,488		24,287	644,426		26.53
Class D	13,749	360,000		—			360,000		1,226	32,096		14,975	392,096		26.18
Class I	184,330	4,889,500		—			4,889,500		790	20,933		185,120	4,910,433		26.53
	399,472	$	10,997,365	$	(424,311	)	$	10,573,054	3,841	$	101,204	403,313	$	10,674,258	$	26.47

FOOTNOTES:


⁽¹⁾	Amounts exclude distributions reinvested in April 2020 related to the payment of distributions declared in March 2020 and include distributions reinvested in January 2020 related to the payment of distributions declared in December 2019.

⁽²⁾

The Company incurred selling commissions and placement agent fees on the sale of Class FA shares sold in the Follow-On Class FA Private Offering and on the sale of Class S shares sold in the Class S Private Offering. The Company also incurred selling commissions and dealer manager fees on the sale of Class A and Class T shares sold in the Public Offering. See Note 5. “Related Party Transactions” for additional information regarding up-front selling commissions and dealer manager/placement agent fees.


⁽³⁾	The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 0.3 million Class FA shares sold in the Class FA Private Offering.


⁽⁴⁾	Amounts exclude distributions reinvested in April 2019 related to the payment of distributions declared in March 2019 and include distributions reinvested in January 2019 related to the payment of distributions declared in December 2018.


⁽⁵⁾	Approximately $5.4 million of net proceeds for shares sold and issued on March 31, 2020 was received in cash in April 2020. The proceeds are recorded in receivable for shares sold in the condensed consolidated statement of assets and liabilities as of March 31, 2020.

Share Repurchase Program

On March 29, 2019, the Company’s board of directors approved and adopted a Share Repurchase Program. The total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares will be limited to up to 2.5% of the aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of the aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of the Company’s trailing four quarters). Unless the Company’s board of directors determines otherwise, the Company will limit the number of shares to be repurchased during any calendar quarter to the number of shares the Company can repurchase with the proceeds received from the sale of shares under its distribution reinvestment plan in the previous quarter. Notwithstanding the foregoing, at the sole discretion of the Company’s board of directors, the Company may also use other sources, including, but not limited to, offering proceeds and borrowings to repurchase shares.

During the three months ended March 31, 2020, the Company received requests for the repurchase of approximately $1.9 million of the Company’s common shares which exceeded proceeds from its distribution reinvestment plan in the fourth quarter of 2019 by approximately $1.6 million. The Company’s board of directors approved the use of other sources to satisfy repurchase requests received in excess of proceeds received from the distribution reinvestment plan. The following table summarizes the shares repurchased during the three months ended March 31, 2020:



	Shares Repurchased	Total Consideration		Price Paid per Share
Class FA	54,800	$	1,510,288	$	27.56
Class A	2,242	59,969		26.75
Class I	13,780	371,909		26.99
March 31, 2020 Total	70,822	$	1,942,166	$	27.42

As of March 31, 2020, the Company had a payable for shares repurchased of approximately $1.9 million. There were no shares repurchased during the three months ended March 31, 2019.