Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.22.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2021
Subsidiary or Equity Method Investee [Line Items]  
Subsequent Events

25. SUBSEQUENT EVENTS

 

Redemption of Equity Interests

 

On January 1, 2022, the Company’s 2019 profits interests awards were collapsed into 790,424 shares of Class A common stock and 13,255,888 Class A Units. The profits interests were collapsed based on their fair values and the relative value of the Company, based on Distributable Earnings attributable to the Operating Company, Distributable Earnings of the applicable subsidiary where such profits interests were held, and the market price of the Company's Class A common stock as of the date of the collapse. This resulted in a decrease in net income attributable to non-controlling interests for periods subsequent to January 1, 2022; however, there was a corresponding increase in the number of outstanding Class A Units (and shares of Class B common stock) and shares of Class A common stock.

Standby Letter of Credit

In January 2022, the Company increased its guarantee from $3.0 million to $6.0 million for the standby letter of credit related to the self-insurance program of the properties owned by the funds.

 

Business Acquisition

In December 2021, the Company, through its Operating Company and subsidiaries, entered into definitive agreements to acquire certain assets of Gorelick Brothers Capital (“GBC”), including a 60% interest in GBC’s asset and property management business. The 60% interest in GBC’s asset and property management business was acquired by the Operating Company for consideration of $30 million (total implied value of $50 million) with 50% paid in cash and 50% with 694,412 Class A units of the Operating Company, which was based on an average of the Company’s closing stock price prior to the closing of the transaction. Upon consummation of the transaction, (i) the GBC team and Bridge launched a single-family rental (“SFR”) strategy on the Bridge platform, (ii) Bridge and the former key principals of GBC formed and jointly own a new SFR investment manager within Bridge, and (iii) Bridge and the former GBC principals completed a $660 million recapitalization of a portfolio comprising more than 2,700 homes in 14 markets, concentrated in the Sunbelt and certain Midwest markets of the United States. Upon closing of the transaction on January 31, 2022, the Operating Company now indirectly owns a majority of the newly created Bridge SFR investment manager, and the former principals of GBC own the remaining 40%. As of December 31, 2021, the Company had a deposit of $30 million related to the transactions, which was included in prepaid and other current assets on the consolidated and combined balance sheet for the period then ended.

The acquisition of GBC was accounted for as a business combination and recorded pursuant to the acquisition method of accounting. A majority of the fair value of the purchase consideration was attributed to goodwill, which was due to synergies expected through the ability to provide a vertically integrated approach upon launching the Bridge SFR investment strategy. As part of the transaction, approximately $1.0 million of liabilities were assumed by the Operating Company as consideration for the purchase price. The fair value of the Class A units of the Operating Company that were transferred to GBC as a portion of the total consideration was based on an average closing price of the Company's Class A common stock, of which Class A units of the Operating Company are exchangeable on a one-for-one basis subject to approval.

In connection with the transaction, the Company expensed approximately $1.0 million of transaction costs during the year ended December 31, 2021, which is included in general and administrative expense on the consolidated and combined statement of operations for the period then ended. However, no revenues or earnings of the acquired entity were included in the Company’s results of operations for the years ended December 31, 2021, 2020 or 2019.

 

Dividends to Class A common stockholders

In March 2022, the Company’s board of directors declared a quarterly dividend of $0.21 per share of Class A common stock payable on March 25, 2022 to common stockholders of record at the close of business on March 11, 2022.

 

Notes Receivable from Affiliates

Subsequent to December 31, 2021, the Company received payments for the following amounts:

 

(in thousands)

 

 

 

Entity

 

 

 

Bridge Multifamily V

 

$

55,000

 

Bridge Logistics U.S. Venture I

 

 

31,644

 

Bridge Senior Housing Fund III

 

 

24,500

 

Total

 

$

111,144