Members’ Capital |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Members’ Capital | Note 10 – Members’ Capital
Our Operating Agreement generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in its sole discretion, in most cases without the approval of our members. These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance of an number of Class A units, Class B units and Class M unit.
During the three months ended March 31, 2026 and 2025, we issued and Class A units, respectively. As of March 31, 2026 and December 31, 2025, there were and Class A units, respectively, Class B units and Class M unit issued and outstanding.
Class A units
Upon payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be liable for any additional capital contributions to the Company. Holders of Class A units are not entitled to preemptive, redemption or conversion rights. Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast.
Holders of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions and to any restrictions on distributions imposed by the terms of any preferred units we issue.
Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of our Class A units are entitled to receive our remaining assets available for distribution.
Class B units
All of our Class B units are currently held by our Manager and were issued on September 14, 2021. Holders of our Class B units are not entitled to preemptive, redemption or conversion rights. Holders of our Class B units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast.
Holders of our Class B units are entitled to share ratably as a class in 5% of any gains recognized by, or distributed to, the Company or recognized by or distributed from our Operating Companies or any subsidiary or other entity related to the Company, regardless of whether the holders of our Class A units have received a return of their capital. The allocation and distribution rights that the holders of our Class B units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased, without the consent of the holders of our Class B units. In addition, our Manager, or any other holder of our Class B units, will continue to hold the Class B units even if our Manager is no longer our manager.
Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of our Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital.
Class M unit
The Class M unit is currently held by our Manager and was issued on September 14, 2021. The holder of our Class M unit is not entitled to preemptive, redemption or conversion rights. The holder of our Class M unit is entitled to that number of votes equal to the product obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on which the Class M unit has a vote. Our Manager will continue to hold the Class M unit for so long as it remains our manager.
The holder of our Class M unit does not have any right to receive ordinary, special or liquidating distributions.
Preferred units
Under our Operating Agreement, our Board may from time to time establish and cause us to issue one or more classes or series of preferred units and set the designations, preferences, rights, powers and duties of such classes or series.
Basic and Diluted Loss Per Class A Unit
For the three months ended March 31, 2026 and 2025, the basic and diluted weighted-average units outstanding were and , respectively. For the three months ended March 31, 2026 and 2025, net loss attributable to Class A units was $10.7 million and $8.6 million, respectively, and the loss per basic and diluted unit was $ and $, respectively.
Tokeneke Letter Agreement
The Company entered into a letter agreement, effective January 6, 2026, (the “Letter Agreement”) with the unaffiliated 50% equity holder of Tokeneke Partners (the “Unaffiliated Member”), pursuant to which the Company and the Unaffiliated Member were each granted put and call rights with respect to the Unaffiliated Member’s equity interest totaling $3.5 million in Tokeneke Partners (see Note 4 – Related Party Arrangements) in exchange for Class A units of the Company issued at a price per Class A unit equal to the average of the high and low sale prices of our Class A units on the NYSE during regular trading hours on the last trading day immediately preceding the put or call date on which the NYSE was open for trading and trading in our Class A units occurred. As set forth in the Letter Agreement, the Unaffiliated Member, shall have the right to sell its 50% equity interest in Tokeneke Partners, in whole or in part, at any point prior to May 31, 2027. In addition, the Company has the right to require the Unaffiliated Member to sell, in whole or in part, its equity interest in Tokeneke Partners during the period commencing on June 1, 2027 and ending on December 31, 2027. Accordingly, as of March 31, 2026, the Company recorded $3.5 million within Accrued expenses and other liabilities and Other assets on our consolidated balance sheets, representing the value of the put and call option associated with the Unaffiliated Member’s interest.
Redeemable Noncontrolling Interest
On March 9, 2026, we, through CMC Storrs SPV, LLC, (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), entered into a letter agreement (the “CMC Letter Agreement”) with an entity holding Class A preferred equity (the “Class A Preferred Equity”), representing a non-voting economic interest in CMC. Pursuant to the CMC Letter Agreement, the Class A Preferred Equity was redeemed in accordance with the terms of CMC’s Amended and Restated Limited Liability Company Agreement for an aggregate amount of $1.6 million, representing the entities original investment together with all accrued and unpaid preferred returns thereon through the date of the CMC Letter Agreement.
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