Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
Class A units are traded on the NYSE American under the symbol “OZ” and began trading on NYSE American on October 18, 2021.
Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.
Holders
As
of March 7, 2022, there were 66 holders of record of our Class A units, and one holder of record of each of our Class B
units and Class M unit, respectively.
Distribution
Policy
We
do not expect to pay any distributions until our investments are generating operating cash flow. Once we begin to pay distributions,
we expect to pay them quarterly, in arrears, but may pay them less frequently as determined by us following consultation with our Manager.
While we have the discretion to modify our distribution policy at any time, we currently anticipate working up to a target distribution
rate of 6-8% per annum. Any distributions that we do pay will be at the discretion of our Manager, subject to Board oversight, and
based on, among other factors, our present and projected future earnings, cash flow, capital needs and general financial condition, as
well as any requirements of applicable law. We expect that we will set the rate of distributions at a level that will be reasonably consistent
and sustainable over time. We have not established a minimum distribution level, and our Operating Agreement does not require that we
pay distributions to the holders of our Class A units.
Use
of Proceeds from Registered Securities
On
September 30, 2021, the Registration Statement covering our Primary Offering of up to $750,000,000 of Class A units was declared effective
by the SEC. We set our initial offering price at $100.00 per Class A unit. No later than the first quarter following the December 31,
2022 year end, and every quarter thereafter, we plan to calculate our net asset value (“NAV”) within approximately 60 days
of the last day of each quarter (the “Determination Date”). If our NAV increases above or decreases below the price per Class
A unit as stated in our prospectus we will adjust the offering price effective as of the first business day following its public announcement.
The adjusted offering price will be equal to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by
the number of Class A units outstanding on the Determination Date.
Our
Board, taking into consideration factors such as the investments we hold and the timing of our ability to generate cash flows, may determine
that it is appropriate for us to begin calculating NAV on a quarterly basis prior to the first quarter following the December 31, 2022
year end. We will file a prospectus supplement with the SEC if we determine to calculate NAV prior to the first quarter following the
December 31, 2022 year end and prospectus supplements disclosing quarterly determinations of our NAV per Class A unit for each fiscal
quarter thereafter. If a material event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more
from the most recently disclosed NAV, we will disclose the updated price and the reason for the change in prospectus supplement as promptly
as reasonably practicable.
From
the period of October 7, 2021, the date on which we completed the initial closing for the sale of our Class A units, through December
31, 2021, we issued 2,132,039 Class A units in our Primary Offering, raising gross offering proceeds of $213.2 million. As of December
31, 2021, we had raised net proceeds of $212.6 million from the Primary Offering. The following table summarizes certain information
about the Primary Offering Proceeds:
Offering proceeds
Class A units sold
2,132,039
Gross offering proceeds
213,203,900
Selling commissions
—
Offering costs
645,000
Net offering proceeds
212,558,900
We
primarily used the net proceeds from our Primary Offering toward the acquisition of $24.3 million in real estate and real estate-related
assets. In addition to the net proceeds from our Primary Offering, a portion of one of our real estate investments was funded with the
proceeds of a secured loan in the principal amount of $10.8 million. For additional details regarding our borrowings see Item
7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital
Resources.”
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Unregistered
Sales of Equity Securities
In
connection with our formation, on February 11, 2020, we issued 100 common units representing all of the issued and outstanding limited
liability company interests of the Company to our Sponsor for an aggregate purchase price of $10,000.00. No sales commission or other
consideration was paid in connection with the sale. The offer and sale was exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof, as a transaction by an issuer not
involving any public offering. Effective October 30, 2020, our Sponsor sold one common unit to Belpointe Capital Management, LLC,
a Connecticut limited liability and affiliate of our Sponsor, for an aggregate purchase price of $100.00, in reliance upon the exemption
from registration set forth in Section 4(a)(1) of the Securities Act, as a transaction by a person other than an issuer, underwriter
or dealer not involving any public offering.
Effective
September 13, 2021, we (i) amended and restated our Limited Liability Company Operating Agreement, (ii) reclassified all of our outstanding
common units into an equivalent number of Class A units, and (iii) issued 100,000 Class B units and one Class M unit to our Manager.
The Class B units were issued in consideration of services rendered and to be rendered by the Manager pursuant to the terms of the Management
Agreement, and the Class M unit was issued in furtherance of the power and authority delegated to the Manager under the terms of the
Management Agreement. No sales commission or other consideration was paid in connection with the issuance of the Class B units or the
Class M unit. The issuance of the Class B units and Class M unit was exempt from the registration requirements of the Securities Act,
in reliance on Section 4(a)(2) thereof, as transactions by an issuer not involving any public offering.
As
of December 31, 2021, we have not sold any other equity securities that were not registered under the Securities Act.
Item
6. [Reserved].
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.