Noncontrolling Interests

12 Months Ended

Dec. 31, 2019

In January 2013, we completed our acquisition of ARCT. Equity issued as consideration for this transaction included common and preferred partnership units issued by Tau Operating Partnership, L.P., or Tau Operating Partnership, the consolidated subsidiary which owns properties acquired through the ARCT acquisition. In January 2019, we redeemed all 317,022 remaining common units of Tau Operating Partnership, and paid off the outstanding balance and interest on the $70.0 million senior unsecured term loan entered in January 2013 in conjunction with our acquisition of ARCT. Following the redemption, our taxable REIT subsidiary, Crest Net Lease, obtained a 0.11% interest in Tau Operating Partnership, and we continue to consolidate the entity.

In 2019 and 2018, we completed the acquisitions of portfolios of properties, both by paying cash and by issuing additional common partnership units in Realty Income, L.P. as consideration for the acquisitions. At December 31, 2019, the remaining units from this issuance represent a 1.9% ownership in Realty Income, L.P. We hold the remaining 98.1% interests in this entity and consolidate the entity.

Neither of the common partnership units have voting rights. Both common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of one to one, subject to certain exceptions. These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity.

In December 2019, we completed the acquisition of nine properties by acquiring a controlling interest in a joint venture. We are the managing member of this joint venture, and possess the ability to control the business and manage the affairs of this entity. At December 31, 2019, we and our subsidiaries held an 89.9% interest, and consolidated this entity in our consolidated financial statements.

In 2016, we completed the acquisition of two properties by acquiring a controlling interest in two entities. In December 2018, we acquired all of the outstanding minority ownership interests associated with one of these entities. In July 2019, we acquired all of the outstanding minority interest associated with the remaining entity.

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2019 (dollars in thousands):



	Tau Operating Partnership units⁽¹⁾			Realty Income, L.P. units⁽²⁾			Other Noncontrolling Interests			Total
Carrying value at December 31, 2017	$	13,322		$	2,160		$	3,725		$	19,207
Reallocation of equity	572			(43		)	245			774
Redemptions	—			(2,829		)	(2,752		)	(5,581		)
Shares issued in conjunction with acquisition	—			18,848			—			18,848
Distributions	(837		)	(842		)	(317		)	(1,996		)
Allocation of net income	299			618			67			984
Carrying value at December 31, 2018	$	13,356		$	17,912		$	968		$	32,236
Reallocation of equity	—			653			—			653
Redemptions	(13,356		)	—			(901		)	(14,257		)
Additions to noncontrolling interest	—			6,286			5,084			11,370
Distributions	—			(1,219		)	(77		)	(1,296		)
Allocation of net income	—			964			32			996
Carrying value at December 31, 2019	$	—		$	24,596		$	5,106		$	29,702

⁽¹⁾317,022 Tau Operating Partnership units were issued on January 22, 2013. No units remained outstanding as of December 31, 2019, and 317,022 remained outstanding as of December 31, 2018.

⁽²⁾242,007 Realty Income L.P. units were issued on March 30, 2018, 131,790 units were issued on April 30, 2018 and 89,322 units were issued on March 28, 2019. 463,119 and 373,797 units remained outstanding as of December 31, 2019 and 2018, respectively.

At December 31, 2018, Tau Operating Partnership, Realty Income, L.P. and an entity acquired during 2016 were considered variable interest entities, or VIEs, in which we were deemed the primary beneficiary based on our controlling financial interests. In January 2019, we redeemed all 317,022 remaining Tau Operating Partnership units held by nonaffiliates for $20.2 million and recorded the excess over carrying value of $6.9 million as a reduction to

common stock and paid in capital. Following the redemption, we hold 100% of the ownership interests of Tau Operating Partnership, L.P., and while we continue to consolidate the entity, it is no longer considered a VIE. In July 2019, we purchased the remaining interest in the entity acquired during 2016 for $900,000. Below is a summary of selected financial data of consolidated VIEs, including the joint venture acquired during 2019, for which we are the primary beneficiary, included in the consolidated balance sheets at December 31, 2019 and December 31, 2018 (in thousands):



	December 31, 2019		December 31, 2018
Net real estate	$	654,305	$	2,903,093
Total assets	744,394		3,259,495
Total debt	—		191,565
Total liabilities	89,975		320,800