Annual report [Section 13 and 15(d), not S-K Item 405]

Related Party Transactions

v3.25.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
27. Related Party Transactions
Working Capital Promissory Notes
The Company has two Working Capital Promissory Notes outstanding with BTO Urban Holdings L.L.C. and Libman Family Holdings, LLC, which are deemed affiliates of the Company. Amounts under the Working Capital Promissory Notes may be re-borrowed and repaid from time to time until the related maturity date. The Working Capital Promissory Notes accrue interest monthly at a rate of 15.0% per annum and mature in May 2025. These notes had outstanding amounts of $85.0 million and $59.1 million as of December 31, 2024 and December 31, 2023, respectively, recorded within Notes payable, net, in the Consolidated Statements of Financial Condition. Additionally, the Company paid $11.7 million and $2.3 million of interest related to the Working Capital Promissory Notes for the years ended December 31, 2024 and 2023, respectively.
Secured Notes and 2025 Unsecured Notes
In November 2020, Libman Family Holdings, LLC, purchased a portion of the 2025 Unsecured Notes. In October 2024, the related party exchanged all of their 2025 Unsecured Notes for Secured Notes. The Company recognized a $12.7 million gain on extinguishment for the notes exchanged with Libman Family Holdings, LLC, which is included in Gain on extinguishment of debt in the Consolidated Statements of Operations.
The Company had $77.3 million of Secured Notes and 2025 Unsecured Notes due to Libman Family Holdings, LLC, as of both December 31, 2024 and December 31, 2023, recorded within Notes payable, net, in the Consolidated Statements of Financial Condition. Additionally, the Company paid $6.7 million and $6.1 million of interest to the related party for the Secured Notes and 2025 Unsecured Notes for the years ended December 31, 2024 and 2023, respectively. Refer to Note 17 - Notes Payable, Net, for additional information.
Equity Investment
On December 6, 2022, the Company entered into separate Stock Purchase Agreements (each, a “Stock Purchase Agreement”) with each of (i) BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P. and BTO Urban Holdings II L.P. (collectively, the “Blackstone Investor”) and (ii) Libman Family Holdings, LLC (the “BL Investor” and together with the Blackstone Investor, the “Investors”). Pursuant to each such Investor’s respective Stock Purchase Agreement, on the terms and subject to the conditions set forth therein, each of the Investors will purchase 1,086,956 shares of Company Class A Common Stock for an aggregate purchase price of $15.0 million, representing a price per share of Company Class A Common Stock equal to the VWAP per share of Company Class A Common Stock on the New York Stock Exchange over the fifteen consecutive trading days ending on December 6, 2022. On March 31, 2023, in conjunction with the closing of the AAG Transaction, the 2,173,912 shares of Company Class A Common Stock were issued to the Investors for $30.0 million.