Redeemable Common Shares |
6 Months Ended |
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Jun. 30, 2025 | |
Redeemable Common Shares [Abstract] | |
Redeemable Common Shares | Note 7. Redeemable Common Shares On December 23, 2024 (date of initial capitalization), the Sponsors invested an aggregate of $2,000 to capitalize the Company, with each Sponsor investing $1,000 in consideration for 40 common shares of beneficial interest, par value $0.01 per share, of the Company. These redeemable common shares were exchanged into an equivalent number of issued and outstanding redeemable Class E shares as of March 4, 2025. The Company also entered into (i) a subscription agreement, dated March 14, 2025, by and between the Company and the BlackRock Advisor, as amended by Amendment No. 1, dated May 22, 2025, pursuant to which the BlackRock Advisor agreed, from time to time, to purchase from the Company an aggregate amount of not less than $50 million in Class E shares, and (ii) a subscription agreement, dated May 6, 2025, by and between the Company and Monticello Capital Partners, LLC, a Delaware limited liability company and an affiliate of MONTICELLOAM, LLC (the “Monticello Investor” and, together with the Blackrock Advisor, the “Sponsor Investors”), pursuant to which the Monticello Investor agreed, from time to time, to purchase from the Company an aggregate amount of not less than $3.25 million in Class E shares (the “Initial Monticello Investment” and, together with the Initial BlackRock Investment, the “Initial Sponsor Investments”), in each case, at a price per share equal to the Company’s most recently determined NAV of its Class E shares. On May 27, 2025, pursuant to the terms of the Initial Sponsor Investments, the Company issued 130,000 of its Class E shares to each of the Sponsor Investors (260,000 Class E shares in total) at a price per share of $25.00 for an aggregate purchase price of $6.5 million. As of June 30, 2025, all 260,080 issued Class E shares are considered redeemable common shares as reflected in the Condensed Consolidated Statements of Changes in Redeemable Common Shares and Equity. These redeemable common shares are classified in temporary equity given that the Class E shares held by the Sponsor Investors are required to be repurchased upon request following the applicable liquidity dates set forth in the subscription agreements of the Sponsor Investors as described below: • The BlackRock Advisor has agreed not to submit for repurchase to us any of the Class E shares issued in respect of the Initial BlackRock Investment until the BlackRock Liquidity Date, which is the earlier of (i) the first date that our NAV reaches $1.0 billion and (ii) the third anniversary of the Initial Retail Closing (the "BlackRock Liquidity Date"). Following the BlackRock Liquidity Date, the BlackRock Advisor may, from time to time, request to have such Class E shares repurchased by us at a price per share equal to the most recently determined NAV per Class E share as of the repurchase date. The Class E shares issued in respect of the Initial BlackRock Investment are not eligible for repurchase pursuant to our share repurchase plan and are not therefore subject to the quarterly limitation or the Early Repurchase Deduction (see Note 8). • The Monticello Investor has agreed not to submit for repurchase to the Company any of the Class E shares issued in respect of the Initial Monticello Investment until the earlier of (i) the first date that the Company’s NAV reaches $1.0 billion and (ii) the third anniversary of the Initial Retail Closing of the Private Offering (the “Monticello Liquidity Date”). Following the Monticello Liquidity Date, the Monticello Investor may, from time to time, request to have such Class E shares repurchased by the Company at a price per share equal to the most recently determined NAV per Class E share as of the repurchase date. The Class E shares issued in respect of the Initial Monticello Investment are not eligible for repurchase pursuant to the Company’s share repurchase plan and are not therefore subject to the quarterly limitation or any Early Repurchase Deduction (see Note 8).
The redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Any changes in the fair value of redeemable common shares are recorded to additional paid-in capital. No such adjustment was recorded as of June 30, 2025. |