Significant Agreements and Related Parties |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Significant Agreements and Related Parties | 3. Significant Agreements and Related Parties The Company and the Operating Partnership have entered into an advisory agreement with the Adviser (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the origination, acquisition, management, financing and disposition of the Company’s investments, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees. Management Fee Prior to the effectiveness of the Company’s Registration Statement on Form 10 to register its common shares of beneficial interest pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which occurred on July 17, 2026 (the “Section 12(g) Registration”), the Company did not pay the Adviser a management fee on any class of its common shares or units of the Operating Partnership (“OP Units”). As compensation for its services provided, the Adviser is paid a management fee equal to (a) Class F-S shares, Class F-D shares and Class F-I shares per annum and (c) 1.25% of NAV with respect to Class S shares, Class D shares and Class I shares per annum. The management fee on Class E shares is 0.0%. Additionally, to the extent that the Operating Partnership issues OP Units to parties other than the Company, the Operating Partnership will pay the Adviser a management fee equal to (i) 0.625% of the NAV of the Operating Partnership attributable to such Class A OP Units not held by the Company per annum, (ii) 0.85 % of the NAV of the Operating Partnership attributable to such Class F-S, Class F-D and Class F-I OP Units not held by the Company per annum and (iii) 1.25% of the NAV of the Operating Partnership attributable to such Class S, Class D and Class I OP Units not held by the Company per annum. The management fee on Class E OP Units is 0.0%. The management fee is payable monthly in arrears, before giving effect to any accruals for the management fee, applicable asset-based servicing fees, shareholder servicing fees, the Performance Participation (defined below), or any distributions. As a result of the differences in fees described above, the management fee, the shareholder servicing fee and the asset-based servicing fee (when paid by the Company) are class-specific expenses. The management fee may be paid, at the Adviser’s election, in cash or Class E shares or Class E OP Units. In calculating the management fee, the Company will use its NAV before giving effect to accruals for the management fee, performance fee, distribution fees or distributions payable on its shares. Performance Participation Interest The Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark with a Catch-Up (each term as defined in the Operating Partnership’s limited partnership agreement) (the “Performance Participation”). Such allocation will be measured on a calendar year basis, made annually and accrued monthly. The Performance Participation is not paid on Class E and Class A OP Units following the Section 12(g) Registration, and as a result, it is a class-specific expense. The Performance Participation is payable at the Special Limited Partner’s election, in cash, Class E shares or Class E OP Units. Expense Reimbursement Under the Advisory Agreement, and subject to certain limitations, the Adviser is entitled to reimbursement of all costs and expenses incurred by it or its affiliates on the Company’s behalf, provided that the Adviser is responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to the Advisory Agreement. The Adviser has agreed to advance all of the Company’s organization and offering expenses (excluding selling commissions and servicing fees) and operating expenses (excluding expenses incurred at the property level, management fees and the Performance Participation) through the earlier of (i) the date that the Company’s aggregate NAV is at least $1.0 billion and (ii) July 22, 2027, the first anniversary of the Company’s first property acquisition from a third party (such date, the “Expense Reimbursement Date”). Thereafter, the Company will reimburse the Adviser for any organization and offering and operating expenses as and when incurred. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months one year following the Expense Reimbursement Date. There is no cap on organization and offering, or operating expenses. The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including expenses of managing and operating the Company’s properties and expenses related to personnel of the Adviser performing services for the Company other than those who provide investment advisory services or serve as the Company’s non-independent trustees and officers. As of June 30, 2026, the Company has not retained an affiliate of the Adviser for any such services. Economic Dependency The Company will be dependent on the Adviser and its affiliates for certain services that are essential to it, including origination, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.
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