Storybuilt Distribution Summary
First and foremost, during this decade Storybuilt Director and Officer compensation and distributions combined* below market on average and in total were less than Stapleton's receiver fees (from January 1, 2020 to date). Over the years, Director and Officer compensation was primarily distributions, they were not included in the bonus programs or payments and rarely received salaries or similar forms of pay.
The consolidated company had various forms of distributions, each in accordance with the operating agreement and affiliate agreements. All understood by the inhouse and outside legal teams who discussed specifics with the Directors and Officers as needed. In regard to distributions to Shareholders1 and Noteholders, we are not aware of any distributions made in 2023 and most of them this decade were made in the 6-9 months following the Partners Group joint venture transactions, with very limited distributions made during the second half of 2022 as the market conditions deteriorated.
The company was also returning capital to Shareholders and Noteholders for a couple of reasons, such as note maturities, Class A redemption processes, and former Class B repurchases. While all were properly documented and diligently made, it is possible that this outflow of capital exceeded distributions during the first three years of the decade and was more impactful. It is likely that the three-and-a-half-year cycle of pandemic, supply chain, inflation and capital/real estate market downturn was too condensed of a timeframe to be making material returns of capital during it without experiencing strain.
Beyond Directors and Officers, other key executive leaders of the company each received less than market value compensation payouts during this time, including distributions. In order to augment that, the company agreed to an amendment allowing for employees and key leaders to receive a limited amount of distributions ahead of the other Shareholders, however the Officers were not included in those. Furthermore, we are nearly certain that the two co-foundering Officers received the least combined compensation and distribution payouts of any key executive and that the third Officer received the largest downward adjustment from market (with access to data this can be verified).
*not included in this assessment were loan repayments, repaid without interest after the pandemic, on cash loaned to the company prior to it.
1 Shareholders is meant to indicate and include all types of PSW Real Estate, LLC (dba Storybuilt) membership and units, such as Class A and B, which are the forms of equity interest, profits interest, distributions, etc. held by the Directors and Officers as well as investors and employees. In other words, Directors and Officers, key leaders and employees, are Shareholders along with investors and do not receive distributions of another form.
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