Related and Affiliated Party Transactions |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Related and Affiliated Party Transactions | Note 13. Related and Affiliated Party TransactionsThe following table details the components of due to affiliates:
Accrued management fee The Company pays the Adviser a management fee equal to (1) 1.25% of NAV for Class I shares and (2) 1.00% of NAV for the Class A shares and Class F shares, in each case, per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units ("OP Units") to parties other than us, our Operating Partnership will pay the Adviser a management fee equal to (1) 1.25% of the NAV of the Operating Partnership attributable to Class I units not held by us and (2) 1.00% of NAV of the Operating Partnership attributable to Class A and Class F units not held by us, in each case per annum payable monthly. Notwithstanding the foregoing, we will not pay the Adviser a management fee on Class E shares or Class E units, and as a result, it is a class specific expense. The management fee may be paid in cash, Class E shares, or Class E OP Units, at the Adviser’s sole election. The Adviser has elected to receive management fees in cash, Class E shares, and Class E OP Units. During the three months ended September 30, 2026 and 2025, the Company incurred management fees of zero and $1,181 in cash and $1,976 and zero in Class E shares, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred management fees of $1,507 and $3,220 in cash, $3,739 and zero in Class E shares, and zero and $75 in Class E OP Units, respectively. Management fees paid in Class E shares and Class E OP Units are considered a non-cash expense. During the three months ended September 30, 2026 and 2025, the Company issued 87,413 and zero Class E shares, respectively, to the Adviser as payment for management fees. During the nine months ended September 30, 2026, the Company issued 141,669 Class E shares to the Adviser as payment for management fees. During the nine months ended September 30, 2025, the Company issued 3,729 Class E OP Units to the Adviser as payment for management fees. Management fees of $681 and $449 were accrued and unpaid as of September 30, 2026 and December 31, 2025, respectively. The Class E shares issued to the Adviser for payment of the management fees were issued at the applicable NAV per Class E share at the end of each applicable month for which the fee was earned. Performance participation allocation So long as the advisory agreement between us and the Adviser or its affiliate (the "Advisory Agreement") has not been terminated, NEWLEASE Special Limited Partner LP (the “Special Limited Partner”) holds a performance participation interest in the Operating Partnership that entitles it to receive in the aggregate an allocation from our Operating Partnership equal to, (1) with respect to Class I units, 12.5% of the total return, (2) with respect to Class F units, 10% of the total return and (3) with respect to Class A units, 5% of the total return, in each case, subject to a 5% hurdle amount and a high water mark with respect to such class of units, with a catch-up. Such allocation will be made quarterly and accrue monthly. Performance participation allocation is measured on a calendar year basis and is paid quarterly in cash, Class E shares, or Class E OP Units, at the Adviser’s sole election. The Adviser has elected to receive performance participation allocation in Class E OP Units. During the three months ended September 30, 2026 and 2025, the Company incurred performance participation allocation of $2,294 and $925, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred performance participation allocation of $7,526 and $2,360, respectively. Performance participation allocation paid in OP Units are considered a non-cash expense. As of September 30, 2026, the Company accrued $2,294 for performance participation allocation expense, which was paid in the form of 104,545 Class E OP Units effective as of October 1, 2026 using the September 30, 2026 NAV. As of September 30, 2026, 414,140 Class E OP Units were issued for performance participation allocation expenses. As of December 31, 2025, a performance participation allocation expense of $1,064 was accrued. Advanced organization and offering expenses and certain operating expenses The Adviser agreed to advance on behalf of the Company organization and offering costs (including legal, accounting, and other expenses attributable to the organization) incurred prior to January 2, 2026, which was the first anniversary of the initial closing of the Company’s private offering (the “Anniversary Date”), and certain operating expenses through the Anniversary Date. The Company began reimbursing the Adviser for all such advanced expenses ratably over the 60-month period commencing with the Anniversary Date. Following the Anniversary Date, the Company reimburses the Adviser for any organization and offering costs associated with the private offering and operating expenses that it incurs on the Company’s behalf when incurred. Other advanced expenses The Sponsor pays certain operating expenses on behalf of the Company in the normal course of providing services which are subsequently reimbursed. |
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