Related Party Transactions |
6 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||
| Related Party Transactions | Note 4. Related Party Transactions Advisory Agreement On July 21, 2026, the Company entered into an advisory agreement (the “Advisory Agreement”) with the Advisor and the Operating Partnership. Pursuant to the Advisory Agreement, the Advisor is responsible for, among other things, sourcing, evaluating and monitoring investment opportunities and executing the acquisition, management, financing and disposition and overseeing the development of the Company’s assets, in accordance with the Company’s investment guidelines and subject to oversight by its Board. Management Fee As compensation for its services provided pursuant to the Advisory Agreement, the Company will pay the Advisor a management fee, in an amount equal to (i) 1.25% of the NAV for Class S shares, Class D shares, and Class I shares, plus (ii) 0.75% of NAV for Class F-S shares and Class F-I shares, plus (iii) 0.50% of NAV for Class A-S and Class A-I shares, in each case, per annum. In addition, to the extent that the Operating Partnership issues limited partnership units in the Operating Partnership (“Operating Partnership Units”) to parties other than the Company, the Operating Partnership will pay the Advisor a management fee, in an amount equal to (i) 1.25% of NAV for Class S Operating Partnership Units, Class D Operating Partnership Units, and Class I Operating Partnership Units, plus (ii) 0.75% of NAV for Class F-S Operating Partnership Units and Class F-I Operating Partnership Units, plus (iii) 0.50% of NAV for Class A-S Operating Partnership Units and Class A-I Operating Partnership Units, in each case, per annum. The Advisor will not earn a management fee with respect to Class E shares or Class E Operating Partnership Units. The management fee will be accrued monthly based on the NAV of the applicable class of common shares and/or Operating Partnership Units as of the first calendar day of each month. The management fee will be payable monthly in arrears, and may be paid, at the election of the Advisor, in either (i) cash or (ii) Class E shares or Class E Operating Partnership Units with an aggregate value equivalent to the cash fee otherwise payable (based upon the then-current NAV per share or per Operating Partnership Unit, as applicable). The Advisor reserves the right to waive or defer the management fee in whole or in part in its sole discretion from time to time. Performance Participation Allocation So long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner will hold a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership, in an amount equal to (i) 12.5% of the Total Return (as defined in the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated July 23, 2026 (the “Amended and Restated Limited Partnership Agreement”)) of the Class S Operating Partnership Units, Class D Operating Partnership Units and Class I Operating Partnership Units, plus (ii) 10.0% of the Total Return of the Class F-S Operating Partnership Units and Class F-I Operating Partnership Units, plus (iii) 5.0% of the Total Return with respect to Class A-S Operating Partnership Units and Class A-I Operating Partnership Units, in each case, subject to a 5.0% Hurdle Amount and a High Water Mark, with a Catch-Up (each, as defined in the Amended and Restated Limited Partnership Agreement of the Operating Partnership). The Special Limited Partner will not be allocated a performance participation with respect to the Class E Operating Partnership Units. The performance participation allocation will be accrued monthly and payable annually in arrears, and may be paid, at the election of the Special Limited Partner, in (i) cash or (ii) Class E Operating Partnership Units, or any combination thereof. The Special Limited Partner will not be obligated to return any portion of the performance participation paid based on the Company’s subsequent performance. Dealer Manager Agreement On July 23, 2026, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with HPS Securities, LLC (the “Dealer Manager”), a part of BlackRock and an affiliate of Advisor, and the Company (or the Dealer Manager on the Company’s behalf) intends to enter into selected intermediary agreements and participating adviser agreements with certain broker-dealers and registered investment advisers, as applicable. Under the Dealer Manager Agreement and the selected intermediary agreements and participating adviser agreements, the Dealer Manager will serve as the dealer manager, for the Company’s offering of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-I shares, Class A-S shares, Class A-I shares and Class E shares. The Company will pay the Dealer Manager class-specific shareholder servicing fees for ongoing services rendered to shareholders by participating broker-dealers or broker-dealers servicing investors’ accounts, up to per annum rates as follows:
The Dealer Manager anticipates that all or a portion of shareholder servicing fee will be reallowed to participating broker-dealers that the Dealer Manager engages to offer and sell the shares. The Company’s obligations under the Dealer Manager Agreement to pay the shareholder servicing fees with respect to the common shares distributed will survive the termination of the agreement until such shares are no longer outstanding. Administration Agreement On July 23, 2026, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Pursuant to the Administration Agreement, the Administrator will perform, or oversee the performance of, administrative services necessary for the Company’s continued operation, including but not be limited to, vendor management; overseeing the valuation of investments and the calculation of NAV; maintaining financial records; preparing shareholders, financial and regulatory reporting; ensuring compliance with REIT related and other regulations. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement, which will include the actual cost of goods and services used by the Company and obtained, whether payable to an affiliate or a non-affiliated person, including but not limited to fees paid to administrators, custodians, transfer agents, consultants, attorneys, technology providers and other services providers. The amount of the reimbursement payable to the Administrator will be the lesser of (i) the Administrator’s actual costs incurred in providing such services and (ii) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. Advanced Organization and Offering Costs and Certain Operating Expenses The Advisor has agreed to advance organization and offering costs and certain operating expenses on the Company’s behalf through the first anniversary of the Initial Retail Closing. The Company will reimburse the Advisor for all such advanced organization and offering costs and operating expenses ratably in 60 equal monthly installments following the first anniversary of the Initial Retail Closing. Such reimbursement may be paid, at the Advisor’s election, in cash or Class E shares, or any combination thereof. If the Advisor elects to receive any portion of such reimbursement in common shares, the Company may repurchase such shares from the Advisor at a later date. As of June 30, 2026, the Advisor incurred organization and offering costs of $2.5 million and operating expenses of $0.2 million on behalf of the Company. As of June 30, 2026, the Company had not reimbursed the Advisor for such expenses. Other Services Subject to the approval by a majority of the Board, including a majority of the Independent Trustees, in accordance with the Declaration of Trust, the Company expects that, in the majority of cases, the Advisor or one of its affiliates will provide the property management services for the Company’s properties and will receive property management fees and other compensation for such services. To a lesser extent, the Advisor may engage third-party property managers. The Advisor, or one or more affiliates of the Advisor, may provide development and/or real estate construction services for certain properties, or consultant services related to foregoing, and receive fees and other compensation for such services, subject to approval by a majority of the Board, including a majority of the Independent Trustees. In addition, subject to approval by a majority of the Board, including a majority of the Independent Trustees, the Company may retain the Advisor or certain affiliates of the Advisor, from time to time, to provide services relating to its investments or operations, including but not be limited to, in-house transactional legal and tax services, transaction support services, transaction consulting services, accounting services, audit services, tax services, valuation services, finance/budget services, information technology services, human resources, judicial processes, environmental, social and governance services, operational services, risk management services, corporate secretarial services, treasury services, trusteeship services, vendor management, data management services, compliance services, hedging and currency management, fund finance, investor relations services, account management services, share transfer services, asset management and operations, loan management services, property management services, construction management services, leases services, property, title, and/or other types of insurance and related services, and other similar operational matters. As of June 30, 2026, the Company had not retained an affiliate of the Advisor for any such services.
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