v3.25.2
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
6 Months Ended
Jun. 30, 2025
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS  
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

11.

RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Related-Party Ownership — The Sponsor holds a $13,932,793 investment in the Company of approximately 24,237 Class IX and 1,340,070 Class I shares at average acquisition prices of $10.00 and $10.23 per share, respectively, as of the date of this Quarterly Report.

Related-Party Transactions — The following details the amounts incurred related to the Company’s Advisor (“SWIFA”) and affiliates, including SCD, and the Sponsor, for the three and six months ended June 30, 2025, and 2024; as well as amounts payable as of June 30, 2025 and December 31, 2024:

    

    

Three Months Ended June 30, 

    

    

Six Months Ended June 30, 

    

2025

2024

2025

2024

Fees

Entity

Incurred

Incurred

Entity

Incurred

Incurred

Offering Costs

 

SCD

$

351,007

$

914,832

 

SCD

$

1,456,946

$

1,403,252

 

Selling commissions, dealer manager, and stockholder servicing fees

 

SCD

 

(2,618)

 

51,571

 

SCD

 

17,791

 

237,743

 

Asset management fees

 

SWIFA

 

365,855

 

386,443

 

SWIFA

 

733,342

 

740,901

 

Operating expense reimbursement

 

SWIFA

 

270,324

 

1,083,269

 

SWIFA

 

270,324

 

1,913,965

 

Total

$

984,568

$

2,436,115

$

2,478,403

$

4,295,861

    

    

June 30, 2025

    

December 31, 2024

Fees

Entity

Payable

Payable

Offering Costs

 

SCD

$

148,930

$

142,606

Selling commissions, dealer manager, and stockholder servicing fees

 

SCD

 

 

Asset management fees

 

SWIFA

 

1,252,252

 

518,910

Operating expense reimbursement and other payables

 

SWIFA

 

312,061

 

43,000

Total

$

1,713,243

$

704,516

Organization and Offering Fees — The Company reimburses the Advisor and its affiliates for organization and offering expenses it incurs on the Company’s behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager

fees, stockholder servicing fees, and other organization and offering expenses to exceed 15% of the gross proceeds of each of the Company’s offerings as of the termination of each offering. The table above details Organization and Offering costs incurred during the three and six month periods ended June 30, 2025 and 2024 as well as the related party payable on the Company’s balance sheet as of June 30, 2025 and December 31, 2024. The Company accumulated $9,866,843 and $8,392,106 as of June 30, 2025 and December 31, 2024, respectively, of organization and offering expenses since inception. Offering costs are charged to equity as incurred. (See “Contingent Promissory Note” discussion below).

Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees — The Company pays SCD, the dealer manager, selling commissions, dealer manager fees, and stockholder servicing fees in connection with the sale of certain classes of shares. SCD may reallow all or a portion of the dealer manager fee it receives to participating broker-dealers. Selling commissions, dealer manager fees, and stockholder servicing fees were charged to shareholders’ equity as incurred.

Asset Management Fees — Prior to determining its initial NAV, the Company paid the Advisor a management fee in connection with the management of its assets in an amount equal to 1.25% of the aggregate purchase price of acquired assets, excluding any debt, or the net purchase price, per annum payable monthly. Following the Company’s initial determination of its NAV such management fee equals 1.25% of the NAV per annum payable monthly. Additionally, to the extent that SWIF II OP issues SWIF II OP units to parties other than the Company, SWIF II OP will pay the Advisor a management fee equal to 0.75% of the NAV of SWIF II OP attributable to such SWIF II OP units not held by the Company, per annum payable monthly.

The management fee may be paid, at the Advisor’s election, in cash, Class I shares, or Class I OP units of SWIF II OP. To the extent that the Advisor elects to receive any portion of its management fee in Class I shares or Class I OP units of SWIF II OP, the Company may repurchase such Class I shares or Class I OP units of SWIF II OP from the Advisor at a later date. In the event the Advisor agreement is terminated or its term expires without renewal, the Advisor will be entitled to receive its prorated management fee through the date of termination. Asset management fee expenses for the three- and six-month periods ended June 30, 2025 and 2024, respectively are included in the table above. Asset management fees payable, as included within due to affiliates on the balance sheets as of June 30, 2025 and December 31, 2024, respectively, are included in the table above.

Expense Support Agreement — The Advisor has agreed to provide the Company limited expense support in quarterly periods where the Company’s operations cannot support distributions to stockholders and unit holders. The Advisor may provide the support in the form of deferral of the collection of its management fees or through actual expense support payments to the Company. The Company would be obligated to reimburse the Advisor for any expense support payments it receives over a period up to four years, if the cumulative Company operations exceed the cumulative distributions to stockholders and unit holders. During the six months ended June 30, 2025 and 2024, the Company did not receive any expense support payments from the Advisor.

Contingent Promissory Note — Effective February 10, 2025, the Company has a non-interest bearing promissory note due from the Advisor, and guaranteed by HMC Capital Limited, in favor of the Company for reimbursement to the Company of any portion of the $13,459,476 of recoverable offering costs and operating expenses pursuant to the expense support agreement and the operating agreement (the “Agreements”) of the Company that is not recognized within the four and five- year periods in which such amounts were originally incurred. In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company. The $13,459,476 will not be recognized as a receivable on the Company’s consolidated financial statements, as the settlement of any unamortized balance of such amount payable by the Advisor to the Company is contingent upon the occurrence of certain future events outside the control of the Company pursuant to the terms of the Agreements.

Performance Participation Allocation — So long as the advisory agreement has not been terminated, the Advisor is entitled to receive a performance participation allocation on its special limited partnership interest in SWIF II OP based on SWIF II OP’s total return after all of the other unitholders have received a total return of 5%. Total return is defined as (i) all distributions accrued or paid (without duplication) on the SWIF II OP units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate NAV of such OP units since the beginning of the year, before giving effect to (a) changes resulting solely from the proceeds of issuances of SWIF II OP units, (b) any allocation/accrual to the performance participation interest, and (c) applicable stockholder servicing fee expenses (including any payments made to the Company for payment of such expenses).

Under the LPA, the annual total return will be allocated solely to the Advisor only after the other unitholders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Advisor and all other SWIF II OP unitholders is equal to 12.5% and 87.5%, respectively. Thereafter, the Advisor will receive an allocation of

12.5% of the annual total return. The Advisor will also be allocated a performance participation with respect to all SWIF II OP units that are repurchased at the end of any month (in connection with repurchases of the shares in the Company’s share repurchase program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation. The allocation of the performance participation interest is ultimately measured on a calendar year basis.

Distributions of performance participation paid on the special limited partnership interest may be payable to the Advisor in cash or Class I OP units at the election of the Advisor. The Advisor will not be obligated to return any portion of performance participation paid for an annual period based on SWIF II OP’s subsequent performance. In the event the advisory agreement is terminated, the Advisor will be allocated any accrued performance participation with respect to all SWIF II OP units as of the date of such termination.

For the three months ended June 30, 2025 and June 30, 2024 the Company did not recognize any performance participation allocation expenses. For the six months ended June 30, 2025 and 2024, the Company recognized $165,100 and $0, respectively, in performance participation allocation expenses.

Operating Expenses and Reimbursements — The Company may reimburse the Advisor’s costs of providing administrative services, including personnel and related employment costs, and expenses related to financing services (except with respect to acquisition and disposition services or asset management services for which the Advisor receives separate fees). The Company reimbursed the Advisor for $0 and $1,601,469 of operating expenses during the three months ended June 30, 2025 and 2024, respectively, and $0 and $1,869,875 for the six months ended June 30, 2025 and 2024, respectively.