v3.25.2
EQUITY (DEFICIT)
6 Months Ended
Jun. 30, 2025
EQUITY (DEFICIT)  
EQUITY (DEFICIT)

9.

EQUITY (DEFICIT)

Authorized Shares and Units — As of June 30, 2025, the Company had authority under its Articles of Amendment and Restatement dated July 12, 2021(as amended and/or supplemented, the “Charter”) to issue Series A preferred shares and shares of common stock consisting of Class A, Class AX, Class D, Class DX, Class I, Class IX, Class S and Class T shares. The Company also had authority pursuant to the Fourth Amended and Restated Limited Partnership Agreement of SWIF II OP dated as of June 23, 2025 (as amended, the “LPA”) to issue SWIF II OP Units (See further discussion under “SWIF II OP Limited Partnership Units” below).

Operating Partnership (SWIF II OP) — The Company intends to hold substantially all of its assets in SWIF II OP or in subsidiary entities thereof. For purposes of satisfying the asset and gross income tests for qualification as a REIT for US federal income tax purposes, the Company’s proportionate share of the assets and income of SWIF II OP will be deemed to be the Company’s assets and income.

The Company is the sole general partner of, and owns a majority of the limited partnership interests in, SWIF II OP. The Advisor also holds the special limited partner interest in SWIF II OP. As the sole general partner of SWIF II OP, the Company has the exclusive power to manage and conduct the business of SWIF II OP. The Company may not be removed as general partner by the limited partners. The Board will, at all times, have oversight and policy- making authority, including responsibility for governance, financial controls, compliance, and disclosure, with respect to SWIF II OP. However, pursuant to the advisory agreement, the Company delegated to the Advisor authority to make decisions related to the management of the Company’s and SWIF II OP’s assets, including sourcing, evaluating, and monitoring investment opportunities, and making decisions related to the acquisition, management, financing, and disposition of assets in accordance with investment objectives, guidelines, policies, and limitations, subject to oversight by the Board.

SWIF II OP Limited Partnership Units — Limited partnership units represent an interest as a limited partner in SWIF II OP. Limited partners of any class do not have the right to participate in the management of SWIF II OP. Limited partners of any class who do not participate in the management of SWIF II OP, by virtue of their status as limited partners, generally are not liable for the debts and liabilities of SWIF II OP beyond the amount of their capital contributions. The voting rights of the limited partners of any class are generally limited to approval of specific types of amendments to the LPA.

Limited partnership interests in SWIF II OP, other than the special limited partner interest and general partner interest, are currently divided into ten classes: (1) Class A OP units, (2) Class AX OP units, (3) Class D OP units, (4) Class DX OP units, (5) Class I OP units, (6) Class IX OP units, (7) Class P OP units, (8) Class PX OP units, (9) Class S OP units and (10) Class T OP units.

In general, the Class A OP units, Class AX OP units, Class D OP units, Class DX OP units, Class I OP units, Class IX OP units, Class S OP units, and Class T OP units are intended to correspond on a one-for-one basis with Class A shares, Class AX shares, Class D shares, Class DX shares, Class I shares, Class IX shares, Class S shares, and Class T shares. When the Company receives proceeds from the sale of shares of common stock, the Company contributes such proceeds to SWIF II OP and receives SWIF II OP units that correspond to the classes of shares sold.

On January 18, 2022, the Company began offering Class P OP units and Class PX OP units in SWIF II OP directly to accredited investors and terminated the offering prior to commencement of the Public Offering. The Class P OP units and Class PX OP units are exchangeable on a one for one basis, in certain circumstances, into Class I shares and Class IX shares at the election of the unit holders.

In general, each Class A OP unit, Class AX OP unit, Class D OP unit, Class DX OP unit, Class I OP unit, Class IX OP unit, Class P OP unit, Class PX OP unit, Class S OP unit, and Class T OP unit will share in distributions from SWIF II OP when such distributions are declared by the Company, the general partner, in its sole discretion.

Upon SWIF II OP’s liquidation, Class A OP units and Class D OP units will automatically convert to Class I units and Class AX OP units and Class DX OP units will automatically convert into Class IX units, in each case, in proportion to the NAV per unit of each class, and the resulting Class I OP units and Class IX OP units will share on a unit-by-unit basis in the assets of SWIF II OP that are available for distribution, after payment of all liabilities, after establishment of reserves, and after payment of any preferred return to the holders of any limited partnership preferred units and payment of the portion distributable to the holder of the special limited partner interest. In addition, a portion of the items of income, gain, loss, and deduction of SWIF II OP for US federal income tax purposes will be allocated to each limited partnership unit, regardless of whether any distributions are made by SWIF II OP.

For each Class A OP unit, Class AX OP unit, Class D OP unit, Class DX OP unit, Class I OP unit, Class IX OP unit, Class P OP unit, Class PX OP unit, Class S OP unit, and Class T OP unit, investors generally will be required to contribute money or property, with a net equity value determined by the general partner. Holders of SWIF II OP units will not be obligated to make additional capital contributions to SWIF II OP. Further, these holders will not have the right to make additional capital contributions to SWIF II OP or to purchase additional SWIF II OP units without the Company’s consent.

Upon the effectiveness of the Public Offering, Class S OP units and Class T OP units were authorized under the LPA to be consistent with the Company’s Public Offering of Class S shares and Class T shares.

The Advisor may elect to receive its management fee in cash, Class I shares, or Class I OP units, and distributions on the performance participation allocation may be payable in cash or Class I OP units at the election of the Advisor. (See “Asset Management Fees” in Note 11 below).

As of June 30, 2025, the Company had authority to issue 601,849,882 SWIF II OP units, consisting of the following:

    

Number of SWIF II 

    

Number of SWIF II 

    

Classification

OP Units Authorized

    

OP Units Outstanding

    

Par Value

Class A OP Units

6,000,000

4,709,994

0.01

Class AX OP Units

3,000,000

1,449,051

0.01

Class D OP Units

 

100,000,000

 

 

0.01

Class DX OP Units

 

100,000,000

 

 

0.01

Class I OP Units

 

100,000,000

 

2,168,458

 

0.01

Class IX OP Units

 

100,000,000

 

1,738,483

 

0.01

Class S OP Units

94,000,000

 

 

0.01

Class T OP Units

97,000,000

9,443

0.01

Class P OP Units

 

1,666,029

 

1,666,029

 

0.01

Class PX OP Units

 

183,853

 

183,853

 

0.01

Total

 

601,849,882

 

11,925,311

 

  

Dividends and Distributions — The Board may, from time to time, authorize the Company to declare and pay to stockholders such dividends or other distributions in cash or other assets of the Company or in securities of the Company, including in shares of one class payable to holders of shares of another class, or from any other source as the Board in its sole and absolute discretion shall determine. The Board shall endeavor to authorize the Company to declare and pay such dividends and other distributions as shall be necessary for the Company to qualify as a REIT under the Code; provided, however, stockholders shall have no right to any dividend or other distribution, unless and until authorized by the Board and declared by the Company. For the three and six months ended June 2025 and 2024, respectively, the following cash dividends and distributions were declared and payable to stockholders and unitholders as follows:

Three Months Ended June 30, 

    

Six Months Ended June 30, 

Classification

    

2025

    

2024

    

2025

    

2024

Class A Common Stock

$

650,214

$

680,522

$

1,319,045

$

1,370,463

Class AX Common Stock

 

3,079

330

4,173

1,206

Class I Common Stock

 

231,597

274,666

471,468

527,162

Class IX Common Stock

 

16,317

2,311

17,386

3,664

Class T Common Stock

703

703

Class P OP Units

 

229,429

221,583

458,689

441,299

Class PX OP Units

 

2,429

532

5,008

1,430

Total

$

1,133,768

1,179,944

$

2,276,472

$

2,345,224

Dividend and Distribution Reinvestment  — Distributions to holders of Class AX shares, Class DX shares, Class IX shares, and Class PX OP units shall be deemed distributed and then invested in additional shares of the same class at the applicable purchase price per share, net of any selling commissions and/or dealer manager fees associated with the applicable class. Upon effectiveness of the public offering, all stockholders and unit holder classes can elect distributions to be reinvested in the same class of stock or units receiving the distribution.

Three Months Ended June 30, 

    

Six Months Ended June 30, 

Classification

    

2025

    

2024

    

2025

    

2024

Class A Common Stock

$

$

$

$

Class AX Common Stock

 

194,233

192,528

381,108

376,235

Class I Common Stock

 

30,958

30,958

Class IX Common Stock

 

236,294

253,001

491,025

477,095

Class T Common Stock

Class P OP Units

 

Class PX OP Units

 

25,074

31,148

50,186

63,478

Total

$

486,559

476,677

$

953,277

$

916,808

Share Repurchase Program — In the Company’s perpetual life structure, an investor may request that the Company repurchase his or her shares on a monthly basis under the Company’s repurchase program, but the Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in the Company’s discretion. The Board authorized the commencement of the Company’s share repurchase program on September 1, 2023, and authorized the Company to repurchase Class A, Class AX, Class I, and Class IX shares at the applicable price per share in accordance with the terms of the share repurchase program. The Board authorized the commencement of the OP Unit repurchase program on September 1, 2023, and authorized the Company to repurchase Class P OP and Class PX OP units at the applicable price per share in accordance with the terms of the OP Unit repurchase program.

Suspension of Offering of Class D Shares and Class DX Shares — The Board approved to suspend offering Class D and Class DX shares in its private offering, effective on the close of business of August 22, 2023.

Determination of Public Offering Share Purchase Prices — The Board approves a NAV per share for each class of common stock with outstanding shares each 30-day period from December 2024 consistent with the Audit Committee’s determination. In the Public Offering, each class of common stock will be sold at the “transaction price”, which generally will equal the NAV per share of

each class of common stock, plus applicable upfront selling commissions and dealer manager fees. In connection with the June 2025 NAV determination, the offering prices for each class of shares in the Public Offering were $10.5854 per Class T share, $10.5439 per Class S share, $10.3401 per Class D share and $10.1873 per Class I share.

Selling Commissions and Dealer Manager Fees The dealer manager is entitled to receive selling commissions and dealer manager fees based on the transaction price of each applicable class of shares sold in the Public Offering. The dealer manager is also entitled to receive a stockholder servicing fee of 0.25%, 0.85%, 0.85% per annum of the aggregate NAV of the Company's outstanding Class D shares, Class S shares, and Class T shares, respectively. The stockholder servicing fee with respect to Class T shares consists of an investment professional stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum; however, with respect to Class T shares sold through certain participating broker-dealers, the investment professional stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. There is no stockholder servicing fee with respect to Class I shares.