FrontView REIT Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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Sep 30, 2024 · Filed Nov 14, 2024
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7. Partners' Capital
- PARTNERS’ CAPITAL
The Partnership had its initial closing on March 30, 2016, and as of September 30, 2024, investors had subscribed for 30,078.08 Common Units for a total committed capital of$306,978. As of September 30, 2024, all Common Units subscribed for had been issued. The Partnership is authorized to issue an unlimited number of Common Units. Subsequent to period ended September 30, 2024, the Partnership effected a stock split that was approved by the General Partner and Executive Committee, resulting in each outstanding Common Unit being converted into 250 Common Units, withno fractional shares being issued (the “Stock Split”). As of September 30, 2024, after retrospectively adjusting for the effects of the Stock Split, the Partnership had 7,519,613 Common Units outstanding.
Pursuant to the limited partnership agreement of the Partnership, limited partners holding Common Units (the “Common Limited Partners”) may elect to reinvest any cash distributions that they would otherwise receive from the Partnership in additional Common Units. As of April 27, 2023, the Partnership has suspended reinvestment rights in connection with the steps taken towards the IPO.
| (in thousands, except ownership percentage)Limited Partners | Ownership Percentage | Committed Capital (Common Units Subscribed) | Contributed Capital (Common Units Issued) |
|---|---|---|---|
| U.S. LP | 44.80% | $137,530 | $137,530 |
| CDN LP | 55.20% | 169,448 | 169,448 |
| 100.00% | $306,978 | $306,978 |
Common Limited Partners have the right to redeem their Common Units as of the end of any fiscal quarter of the Partnership for a redemption price equal to the NAV of each Common Unit issued (the “Redemption Price”), subject to the provisions of the limited partnership agreement. In accordance with the limited partnership agreement, the redemption of the Common Units is within the control of the Partnership and the Common Units are presented within Partners' Capital on the accompanying condensed consolidated balance sheets. The General Partner can suspend the redemption right at its reasonable discretion. As of April 27, 2023, the Partnership has suspended redemption rights in connection with the steps taken towards an IPO. The Partnership’s valuation committee, comprising ofthree members, two of whom are independent of the Sponsor and the General Partner (the “Valuation Committee”), was established in December 2017, to determine, pursuant to the terms of the limited partnership agreement and at least on a semi-annual basis, the Partnership’s NAV, commencing no later than January 6, 2018, the second anniversary of the Inception Date. In accordance with the planned IPO, valuation guidance cannot be provided.
Requests to redeem Common Units must be provided not less than 30 days prior to the last business day of a fiscal quarter. The Redemption Price will be reduced by 5% for any Common Limited Partner who redeems their Common Units prior to the first anniversary of the date they acquired their Common Units. During thenine months ended September 30, 2023, the Partnership received requests from Common Limited Partners for the redemption of 576.88 Common Units, having an aggregate redemption value of $6,000. The redemption requests were processed in accordance with the terms of the limited partnership agreement.
The Partnership is required to pay an annual asset management fee to the General Partner or any affiliate designated by the General Partner. The asset management fee is payable quarterly in arrears and is equal to 1% of the average NAV of the Partnership, based on the Partnership’s NAV at the end of each fiscal quarter as determined by the Valuation Committee.
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