XML 24 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Capital Transactions
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Capital Transactions Capital Transactions
Public Offerings
Under the Public Offerings, the Company has offered and continues to offer up to $1.0 billion of shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offerings, 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 Follow-On 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 Offerings (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, 2022, the public offering price was $33.97 per Class A share, $32.44 per Class T share, $30.62 per Class D share and $31.49 per Class I share.
The Company is also offering, in any combination, up to $100.0 million 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 13. “Subsequent Events” for additional information related to the Follow-On Public Offering.
The following tables summarize the total shares issued and proceeds received by share class in connection with the Public Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the three months ended March 31, 2022 and 2021 (in thousands except per share data):
Three Months Ended March 31, 2022
Proceeds from Public Offerings
Distributions Reinvested(1)
Total
Share ClassShares IssuedGross Proceeds
Sales
Load(2)
Net Proceeds to CompanySharesProceeds to CompanyShares
Net Proceeds to Company(3)
Average Net Proceeds per Share
Class A140 $4,658 $(307)$4,351 12 $375 152 $4,726 $31.01 
Class T85 2,744 (128)2,616 8 253 93 2,869 30.85 
Class D156 4,773 — 4,773 5 164 161 4,937 30.58 
Class I737 23,144 — 23,144 25 774 762 23,918 31.37 
1,118 $35,319 $(435)$34,884 50 $1,566 1,168 $36,450 $31.21 
Three Months Ended March 31, 2021
Proceeds from Public Offerings
Distributions Reinvested(1)
Total
Share ClassShares IssuedGross Proceeds
Sales
Load(2)
Net Proceeds to CompanySharesProceeds to CompanySharesNet Proceeds to CompanyAverage Net Proceeds per Share
Class A96 $3,040 $(226)$2,814 10 $303 106 $3,117 $29.19 
Class T109 3,347 (159)3,188 3 97 112 3,285 29.25 
Class D61 1,763 — 1,763 3 76 64 1,839 28.81 
Class I578 17,093 — 17,093 10 282 588 17,375 29.60 
844 $25,243 $(385)$24,858 26 $758 870 $25,616 $29.45 

FOOTNOTES:
(1)Amounts are based on distribution reinvestment date. Distributions are declared monthly and paid or reinvested one month in arrears.
(2)The Company incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through the Public Offerings. See Note 5. “Related Party Transactions” for additional information regarding up-front selling commissions and dealer manager fees.
(3)Approximately $12.9 million of net proceeds for shares sold and issued on March 31, 2022 was received in cash in April 2022. The proceeds are recorded in receivable for shares sold in the condensed consolidated statement of assets and liabilities as of March 31, 2022.
Share Repurchase Program
In accordance with the Share Repurchase Program, the total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares is 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 limits 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, 2022 and 2021, the Company received requests for the repurchase of approximately $5.2 million and $1.2 million, respectively, of the Company’s common shares which exceeded proceeds from its distribution reinvestment plan in the applicable periods by approximately $3.8 million and $0.5 million, respectively. 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, 2022 and 2021 (in thousands except per share data):
Shares RepurchasedTotal ConsiderationAverage Price Paid per Share
Class FA138 $4,555 $33.00 
Class A5 147 31.08 
Class T5 157 30.90 
Class D— 8 30.62 
Class I12 373 31.49 
Three Months Ended March 31, 2022160 $5,240 $32.76 
Shares RepurchasedTotal ConsiderationAverage Price Paid per Share
Class FA2 $62 $30.95 
Class A14 411 29.65 
Class T11 325 29.53 
Class D4 116 29.11 
Class I10 297 29.97 
Three Months Ended March 31, 202141 $1,211 $29.71 
As of March 31, 2022 and December 31, 2021, the Company had a payable for shares repurchased of approximately $5.2 million and $0.5 million, respectively, which were paid in April and January 2022, respectively.
Share Conversions
Class T and Class D shares are converted into Class A shares once the maximum amount of distribution and shareholder servicing fees for those particular shares has been met. The shares to be converted are multiplied by the applicable conversion rate, the numerator of which is the net asset value per share of the share class being converted and the denominator of which is the net asset value per Class A share.
During the three months ended March 31, 2022, 1,704 Class T shares were converted to 1,688 Class A shares at a conversion rate of 0.99. There were no share conversions during the three months ended March 31, 2021.