| | |
Price to the
Public(1) |
| |
Upfront Selling
Commissions(2) |
| |
Dealer
Manager Fees(2) |
| |
Proceeds to
Us, Before Expenses(3) |
| ||||||||||||
Maximum Offering(4)
|
| | | $ | 4,000,000,000 | | | | | $ | 77,580,257 | | | | | $ | 4,830,918 | | | | | $ | 3,917,588,825 | | |
Class T Shares, per Share
|
| | | $ | 10.91 | | | | | $ | 0.32 | | | | | $ | 0.05 | | | | | $ | 10.54 | | |
Class S Shares, per Share
|
| | | $ | 10.91 | | | | | $ | 0.37 | | | | | | — | | | | | $ | 10.54 | | |
Class D Shares, per Share
|
| | | $ | 10.70 | | | | | $ | 0.16 | | | | | | — | | | | | $ | 10.54 | | |
Class I Shares, per Share
|
| | | $ | 10.54 | | | | | | — | | | | | | — | | | | | $ | 10.54 | | |
Maximum Distribution Reinvestment Plan
|
| | | $ | 1,000,000,000 | | | | | | — | | | | | | — | | | | | $ | 1,000,000,000 | | |
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MANAGEMENT | | | | | 135 | | |
COMPENSATION | | | | | 149 | | |
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EXPERTS | | | | | 253 | | |
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| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
Building Type
|
| |
Description
|
|
Bulk distribution | | | Large-scale facilities with a size ranging from 150,000 to 1.5 million square feet that serve single or multitenant users for storing and distributing goods across a wide geographic area, such as e-commerce fulfillment centers. | |
Light industrial | | | Buildings similar in function to bulk distribution centers, but more easily divisible to accommodate tenants distributing to a smaller geographic area. These buildings are usually 150,000 square feet or less and are rented to either single or multitenant users. | |
Last-mile distribution | | | Bulk distribution or light industrial facilities utilized in connection with e-commerce and focused on end-user distribution. | |
Temperature controlled logistics
|
| | Distribution facilities that include freezer facilities, agriculture production facilities, pre-cooling facilities, and pharmaceutical facilities. | |
Logistics chain investments
|
| | Industrial outdoor storage, data centers, logistics terminals and other essential components of the logistics supply chain. | |
| | |
Upfront Selling
Commissions |
| |
Dealer
Manager Fees |
| |
Annual
Stockholder Servicing Fees |
| |
Maximum
Stockholder Servicing Fees Over Investment (Length of Time) |
| |
Total
(Length of Time) |
| |||||||||
Class T
|
| | | $ | 300 | | | | | $ | 50 | | | | | $ | 85 | | | |
$556 (7 years)
|
| |
$906 (7 years)
|
|
Class S
|
| | | $ | 350 | | | | | $ | 0 | | | | | $ | 85 | | | |
$556 (7 years)
|
| |
$906 (7 years)
|
|
Class D
|
| | | $ | 150 | | | | | $ | 0 | | | | | $ | 25 | | | |
$738 (30 years)
|
| |
$324 (7 years) /
$888 (30 years)(1) |
|
Class I
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |
$0
|
| |
$0
|
|
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Organization and Offering Activities
|
| ||||||
Upfront Selling Commissions and Dealer Manager Fees — The Dealer Manager | | | The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each | | | The actual amount will depend on the number of Class T shares, Class S shares and Class D shares sold and the transaction price of each Class T share, Class S share and Class D share. Aggregate upfront selling commissions will equal approximately $77.6 million, and aggregate dealer manager fees will equal approximately $4.8 million if we sell the maximum amount, in | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | | Class S share sold in the primary offering. The Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class I shares or shares of any class sold pursuant to our distribution reinvestment plan. | | | each case, in our primary offering, assuming 1/4 of our offering proceeds are from the sale of each of Class T shares, Class S shares and Class D shares, respectively, and that the transaction prices of our Class T shares, Class S shares and Class D shares remain constant at $10.00. | |
Stockholder Servicing Fees —
The Dealer Manager |
| |
Subject to FINRA limitations on underwriting compensation, we pay the Dealer Manager selling commissions over time as stockholder servicing fees for ongoing services rendered to stockholders by participating broker-dealers or broker-dealers servicing investors’ accounts, referred to as servicing broker-dealers:
•
with respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV of our outstanding Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the investment professional stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;
•
with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares; and
|
| | Actual amounts depend upon the per share NAVs of our Class T shares, Class S shares and Class D shares, the number of Class T shares, Class S shares and Class D shares purchased and when such shares are purchased. For each of Class T shares and Class S shares, the stockholder servicing fees will equal approximately $8.2 million per annum if we sell the maximum amount. For Class D shares, the stockholder servicing fees will equal approximately $2.5 million per annum if we sell the maximum amount. In each case, we are assuming that, in our primary offering, 1/4 of our offering proceeds are from the sale of Class T shares, Class S shares and Class D shares and that the NAV per share of our Class T shares, Class S shares and Class D shares remains constant at $10.00 and none of our stockholders participate in our distribution reinvestment plan. | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
•
with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D shares.
We do not pay a stockholder servicing fee with respect to our outstanding Class E shares or Class I shares, and as a result, it is a class-specific expense. We pay stockholder servicing fees with respect to outstanding Class D shares, Class S shares and Class T shares issued pursuant to our distribution reinvestment plan.
The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the stockholder servicing fees are calculated based on our NAV for our Class T, Class S and Class D shares, they will reduce the NAV or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under our distribution reinvestment plan.
We will cease paying stockholder servicing fees with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in the applicable agreement
|
| | | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto) (collectively, the “Fee Limit”). At the end of such month, each such Class T share, Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share (the “Share Conversion”). Although we cannot predict the length of time over which the stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T share (in the case of a limit of 8.75% of gross proceeds) or Class S share over approximately 7 years from the date of purchase and with respect to a Class D share over approximately 30 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees, opting out of the distribution reinvestment plan and a constant NAV of $10.00 per share. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T share or Class S share would total approximately $0.56 and with respect to a Class D share would total approximately $0.74.
In addition, we will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting
|
| | | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
compensation from all sources in connection with this offering, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering.
For a description of the services required from the participating broker-dealer or servicing broker-dealer, see the “Plan of Distribution — Underwriting Compensation — Stockholder Servicing Fees — Class T, Class S and Class D Shares.”
|
| | | |
Organization and Offering Expense Reimbursement — The Adviser | | | The Adviser will advance our organization and offering expenses associated with this offering that it incurs on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of the Dealer Manager in the performance of wholesaling activities, but excluding upfront selling commissions, dealer manager fees and the stockholder servicing fee) through July 7, 2024, the first anniversary of the commencement of this offering. We will reimburse the Adviser for all such advanced expenses ratably over the 60 months following July 7, 2024. Such reimbursement may be paid, at the Adviser’s election, in cash, Class E shares, Class I shares, Class E units or Class I units, or any combination thereof. If the Adviser elects to receive any portion of such reimbursement in shares of our common stock or Operating Partnership units, we may repurchase | | | We estimate our organization and offering expenses to be approximately $25.3 million if we sell the maximum offering amount. | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
such shares or units from the Adviser at a later date. Such shares of our common stock and Operating Partnership units that are subsequently converted to shares of our common stock that the Adviser receives in lieu of cash will not be subject to the repurchase limits of our share repurchase plan or any Early Repurchase Deduction. Wholesaling compensation expenses of persons associated with the Dealer Manager will be paid by the Adviser without reimbursement from us.
After July 7,2024, we will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred. After the termination of the primary offering and again after termination of the offering under our distribution reinvestment plan, the Adviser has agreed to reimburse us to the extent that the organization and offering expenses that we incur exceed 15% of our gross proceeds from the applicable offering.
|
| | | |
Investment Activities
|
| ||||||
Acquisition Expense Reimbursement — The Adviser | | | We do not intend to pay the Adviser any acquisition, financing (except interest payments to the lender in cases where the lender is an affiliate of the Adviser) or other similar fees in connection with making investments. We will, however, reimburse the Adviser for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate-related assets, whether or not such investments are acquired, and make payments to third parties or certain of the Adviser’s affiliates in connection with making investments as described in “— Fees from Other Services — Affiliates of the Adviser” below. | | | Actual amounts are dependent upon actual expenses incurred and, therefore, cannot be determined at this time. | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Operational Activities
|
| ||||||
Management Fee — The Adviser
|
| |
We will pay the Adviser a management fee equal to 1.25% of NAV for the Class T shares, Class S shares, Class D shares and Class I shares per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than us, the Operating Partnership will pay the Adviser a management fee equal to 1.25% of the NAV of the Operating Partnership attributable to such Class T, Class S, Class D and Class I Operating Partnership units not held by us per annum payable monthly. We will not pay the Adviser a management fee with respect to the Class E shares or Class E units and, as a result, it is a class-specific expense.
The management fee may be paid, at the Adviser’s election, in cash, Class E shares, Class I shares, Class E units or Class I units of the Operating Partnership, or a combination thereof. To the extent that the Adviser elects to receive any portion of its management fee in shares of our common stock or units of the Operating Partnership, we may repurchase such shares or units from the Adviser at a later date. Shares of our common stock and units of the Operating Partnership obtained by the Adviser will not be subject to the repurchase limits of our share repurchase plan or any Early Repurchase Deduction.
Notwithstanding the foregoing, we have adopted a policy in which our independent directors must approve repurchase requests submitted by the Adviser that when combined with any investor repurchase requests would cause us to exceed the 2% monthly or 5% quarterly limitations on repurchases. Such approval must find that the repurchase will not impair our capital or operations and be consistent with the fiduciary duties of our directors.
|
| |
Actual amounts of the management fee depend upon our aggregate NAV. The management fee attributed to the shares sold in this offering will equal approximately $49 million per annum if we sell the maximum amount in our primary offering, assuming that the NAV per share of each class of our common stock remains constant at $10.00 and before giving effect to any shares issued under our distribution reinvestment plan.
Actual amounts of out-of-pocket expenses paid by the Adviser that we reimburse are dependent upon actual expenses incurred and, therefore, cannot be determined at this time.
|
|
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
The Operating Partnership will repurchase any such Operating Partnership units for cash unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the Operating Partnership’s partnership agreement, in which case such Operating Partnership units will be repurchased for shares of our common stock with an equivalent aggregate NAV. The Adviser and the Special Limited Partner will have the option of exchanging any class of shares obtained in respect of its management fee or performance participation allocation for an equivalent aggregate NAV amount of any other class of shares.
In addition to the organization and offering expense and acquisition expense reimbursements described above, we will reimburse the Adviser for out-of-pocket costs and expenses it incurs in connection with the services it provides to us, including, but not limited to, (1) the actual cost of goods and services used by us and obtained from third parties or certain affiliates of the Adviser (subject to approval of our board of directors, including a majority of our independent directors), including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, (2) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person and (3) expenses related to the personnel of the Adviser performing services for us other than those who provide investment advisory services or serve as our directors or officers. See “Management — The Advisory Agreement — Management Fee, Performance Participation and Expense Reimbursements.”
|
| | | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Performance Participation Allocation — The Special Limited Partner | | |
So long as the Advisory Agreement has not been terminated, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined herein). Such allocation will be measured on a calendar year basis, made quarterly and accrued monthly. The performance participation interest is not paid on the Class E units, and as a result, it is a class-specific expense.
For a detailed explanation of how the performance participation allocation is calculated, see “Summary of Our Operating Partnership Agreement — Special Limited Partner Interest.” For a hypothetical calculation of the performance participation calculation, see “Compensation — Performance Participation Allocation Example.”
|
| | Actual amounts of the performance participation depend upon the Operating Partnership’s actual annual total return and, therefore, cannot be calculated at this time. | |
Type of Compensation and Recipient
|
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Fees from Other Services —
Affiliates of the Adviser |
| | We may retain certain of the Adviser’s affiliates, from time to time, for services relating to our investments (including both our real estate investments and real estate-related assets) or our operations, which may include accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, property management services, leasing services, property, title and/or other types of insurance and related services, transaction support services, transaction consulting services and other similar investment and operational matters. The Operating Partnership or its subsidiary may also issue equity incentive compensation to certain employees of such affiliates for services provided. Any compensation paid to the Adviser’s affiliates for any such services will not reduce the management fee or performance participation allocation. Any such arrangements will be at or below market rates. For more information about such services, please see “Risk Factors — Risks Related to Conflicts of Interest — The Adviser may face conflicts of interests in choosing our service providers and certain service providers may provide services to the Dealer Manager, the Adviser or BGO on more favorable terms than those provided to us.” | | | Actual amounts depend on to what extent affiliates of the Adviser are actually engaged to perform such services. | |
| | |
Maximum Offering
of $1,000,000,000 in Class T Shares |
| |||||||||
Gross Proceeds(1)
|
| | | $ | 1,000,000,000 | | | | | | 100% | | |
Upfront Selling Commissions and Dealer Manager Fees(2)
|
| | | $ | 33,816,425 | | | | | | 3.38% | | |
Organization and Offering Expenses(3)
|
| | | $ | 6,331,625 | | | | | | 0.63% | | |
Net Proceeds Available for Investment
|
| | | $ | 959,851,950 | | | | | | 95.99% | | |
| | |
Maximum Offering
of $1,000,000,000 in Class S Shares |
| |||||||||
Gross Proceeds(1)
|
| | | $ | 1,000,000,000 | | | | | | 100% | | |
Upfront Selling Commissions(2)
|
| | | $ | 33,816,425 | | | | | | 3.38% | | |
Organization and Offering Expenses(3)
|
| | | $ | 6,331,625 | | | | | | 0.63% | | |
Net Proceeds Available for Investment
|
| | | $ | 959,851,950 | | | | | | 95.99% | | |
| | |
Maximum Offering
of $1,000,000,000 in Class D Shares |
| |||||||||
Gross Proceeds(1)
|
| | | $ | 1,000,000,000 | | | | | | 100% | | |
Upfront Selling Commissions(2)
|
| | | $ | 14,778,325 | | | | | | 1.48% | | |
Organization and Offering Expenses(3)
|
| | | $ | 6,331,625 | | | | | | 0.63% | | |
Net Proceeds Available for Investment
|
| | | $ | 978,890,050 | | | | | | 97.89% | | |
| | |
Maximum Offering
of $1,000,000,000 in Class I Shares |
| |||||||||
Gross Proceeds(1)
|
| | | $ | 1,000,000,000 | | | | | | 100% | | |
Upfront Selling Commissions(2)
|
| | | $ | — | | | | | | —% | | |
Organization and Offering Expenses(3)
|
| | | $ | 6,331,625 | | | | | | 0.63% | | |
Net Proceeds Available for Investment
|
| | | $ | 993,668,375 | | | | | | 99.37% | | |
Building Type
|
| |
Description
|
|
Bulk distribution | | | Large-scale facilities with a size ranging from 150,000 to 1.5 million square feet that serve single or multitenant users for storing and distributing goods across a wide geographic area, such as e-commerce fulfillment centers. | |
Light industrial | | | Buildings similar in function to bulk distribution centers, but more easily divisible to accommodate tenants distributing to a smaller geographic area. These buildings are usually 150,000 square feet or less and are rented to either single or multitenant users. | |
Last-mile distribution | | | Bulk distribution or light industrial facilities utilized in connection with e-commerce and focused on end-user distribution. | |
Temperature controlled logistics
|
| | Distribution facilities that include freezer facilities, agriculture production facilities, pre-cooling facilities, and pharmaceutical facilities. | |
Logistics chain investments | | | Industrial outdoor storage, data centers, logistics terminals and other essential components of the logistics supply chain. | |
Property
|
| |
Market
|
| |
Sector
|
| |
No of
Buildings |
| |
Total
Square Feet |
| |
Real Estate
Value(1) |
| |
Real Estate
Value Per Square Foot |
| |
Year Built
|
| |
Occupied
Rate(2) |
| |||||||||||||||||||||
Hazelwood Tradepor
|
| | St. Louis | | | | | Industrial | | | | | | 9 | | | | | | 3,796,011 | | | | | $ | 369,900,000 | | | | | $ | 97 | | | | | | 2018 – 2023 | | | | | | 83% | | |
West Chester Trade Center
|
| | Cincinnati | | | | | Industrial | | | | | | 9 | | | | | | 2,343,109 | | | | | $ | 238,200,000 | | | | | $ | 102 | | | | | | 2019 – 2022 | | | | | | 100% | | |
Horizons Industrial(3)
|
| | Kansas City | | | | | Industrial | | | | | | 10 | | | | | | 2,520,932 | | | | | $ | 239,500,000 | | | | | $ | 95 | | | | | | 2012 – 2021 | | | | | | 100% | | |
Heartland 94
|
| |
Chicago MSA
|
| | | | Industrial | | | | | | 1 | | | | | | 757,281 | | | | | $ | 67,900,000 | | | | | $ | 90 | | | |
2022
|
| | | | 100% | | | |||
Total/Average | | | | | | | | | | | | | | 29 | | | | | | 9,417,333 | | | | | $ | 915,500,000 | | | | | $ | 97 | | | | | | | | | | | | 93% | | |
Year
|
| |
Number of
Expiring Leases |
| |
Expiring
Square Feet(1) |
| |
Percent of
Portfolio (based on Total Occupied Square Footage) |
| |
Annualized
Base Rent (in dollars)(2) |
| |
Percent of
Seed Portfolio (based on Annualize Rent) |
| |||||||||||||||
2023
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0% | | |
2024
|
| | | | 7 | | | | | | 667,822 | | | | | | 8% | | | | | | 3,762,907 | | | | | | 8% | | |
2025
|
| | | | 8 | | | | | | 613,745 | | | | | | 7% | | | | | | 3,116,727 | | | | | | 7% | | |
2026
|
| | | | 12 | | | | | | 1,108,052 | | | | | | 13% | | | | | | 5,428,824 | | | | | | 12% | | |
2027
|
| | | | 19 | | | | | | 1,582,657 | | | | | | 18% | | | | | | 8,422,573 | | | | | | 19% | | |
2028
|
| | | | 9 | | | | | | 772,286 | | | | | | 9% | | | | | | 4,208,621 | | | | | | 9% | | |
2029
|
| | | | 5 | | | | | | 370,912 | | | | | | 4% | | | | | | 1,973,908 | | | | | | 4% | | |
2030
|
| | | | 3 | | | | | | 1,006,007 | | | | | | 11% | | | | | | 4,585,303 | | | | | | 10% | | |
2031
|
| | | | 5 | | | | | | 361,759 | | | | | | 4% | | | | | | 1,860,389 | | | | | | 4% | | |
2032
|
| | | | 3 | | | | | | 597,990 | | | | | | 7% | | | | | | 3,045,887 | | | | | | 7% | | |
Thereafter
|
| | | | 9 | | | | | | 1,686,818 | | | | | | 19% | | | | | | 9,103,694 | | | | | | 20% | | |
Total | | | | | 80 | | | | | | 8,768,048 | | | | | | 100% | | | | | $ | 45,508,834 | | | | | | 100% | | |
| | |
Transaction Price
(per share) |
| |||
Class T
|
| | | $ | 10.54 | | |
Class S
|
| | | $ | 10.54 | | |
Class D
|
| | | $ | 10.54 | | |
Class I
|
| | | $ | 10.54 | | |
Components of NAV
|
| |
March 31, 2024
|
| |||
Investment in real property
|
| | | | — | | |
Investments in unconsolidated joint ventures
|
| | | | 237,260 | | |
Non-controlling interest in consolidated joint ventures
|
| | | | (105,227) | | |
Investment in real estate debt
|
| | | | — | | |
Investment in real estate-related securities
|
| | | | — | | |
Cash and cash equivalents
|
| | | | 8,267 | | |
Restricted cash
|
| | | | — | | |
Other assets
|
| | | | — | | |
Components of NAV
|
| |
March 31, 2024
|
| |||
Debt obligations
|
| | | | — | | |
Subscriptions received in advance
|
| | | | — | | |
Other liabilities
|
| | | | (357) | | |
Accrued performance participation allocation
|
| | | | — | | |
Management fee payable
|
| | | | — | | |
Stockholder servicing fees(1)
|
| | | | — | | |
Net Asset Value
|
| | | $ | 139,943 | | |
Number of outstanding shares/units
|
| | | | 13,022 | | |
NAV Per Share
|
| |
Class T
Shares |
| |
Class S
Shares |
| |
Class D
Shares |
| |
Class I
Shares |
| |
Class E
Shares |
| |
Third
Party Operating Partnership Units |
| |
Preferred
Stock |
| |
Total
|
| ||||||||||||||||||||||||
Net asset value
|
| | | $ | 5 | | | | | $ | 5 | | | | | $ | 5 | | | | | $ | 5 | | | | | $ | 211 | | | | | $ | 139,606 | | | | | $ | 106 | | | | | $ | 139,943 | | |
Number of outstanding shares/units
|
| | | | 0.48 | | | | | | 0.48 | | | | | | 0.48 | | | | | | 0.48 | | | | | | 20 | | | | | | 13,000 | | | | | | | | | | | | 13,022 | | |
NAV per share as of March 31, 2024
|
| | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.57 | | | | | $ | 10.74 | | | | | | | | | | | | | | |
| | |
Weighted
Average Basis |
| |||
Exit capitalization rate
|
| | | | 6.2% | | |
Discount rate / internal rate of return
|
| | | | 7.1% | | |
Average holding period (years)
|
| | | | 10.0 | | |
Input
|
| |
Hypothetical
Change |
| |
Increase
(Decrease) to the NAV of Real Properties |
| |||
Discount Rate
|
| |
0.25% decrease
|
| | | | 4.7% | | |
(weighted average)
|
| |
0.25% increase
|
| | | | (4.7)% | | |
Exit Capitalization Rate
|
| |
0.25% decrease
|
| | | | 6.3% | | |
(weighted average)
|
| |
0.25% increase
|
| | | | (5.9)% | | |
| | |
Class T
Shares |
| |
Class S
Shares |
| |
Class D
Shares |
| |
Class I
Shares |
| |
Class E
Units |
| |||||||||||||||
July 31, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.71 | | |
August 31, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.76 | | |
September 30, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.98 | | |
October 31, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.98 | | |
November 30, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.75 | | |
December 31, 2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.50 | | |
January 31, 2024
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 10.48 | | |
February 29, 2024
|
| | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | |
March 31, 2024
|
| | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.54 | | | | | $ | 10.57 | | |
| | |
Year Ended
December 31, 2023 |
| |
Payable at
December 31, 2023 |
| ||||||
Selling commissions
|
| | | $ | — | | | | | $ | — | | |
Dealer manager fees
|
| | | | — | | | | | | — | | |
Stockholder servicing fees
|
| | | | — | | | | | | — | | |
Organization and offering expenses
|
| | | | 6,774 | | | | | | 6,774 | | |
Management fee
|
| | | | — | | | | | | — | | |
Performance participation allocation
|
| | | | — | | | | | | — | | |
Operating expenses
|
| | | | 2,080 | | | | | | 2,080 | | |
| | |
December 31,
2023 |
| |||
Organization and offering costs
|
| | | $ | 6,774 | | |
Operating expenses
|
| | | | 2,080 | | |
Total | | | | $ | 8,854 | | |
Name
|
| |
Age
|
| |
Position
|
|
John Carrafiell
|
| |
59
|
| | Chairman of the Board | |
Michael Glimcher
|
| |
56
|
| | President, Chief Executive Officer and Director | |
Lori Biancamano
|
| |
50
|
| | Chief Financial Officer and Treasurer | |
Matthew Gorman
|
| |
36
|
| | Chief Investment Officer | |
Matthew Campbell
|
| |
51
|
| | Secretary | |
Edgar Alvarado
|
| |
65
|
| | Independent Director | |
Timothy Callahan
|
| |
73
|
| | Independent Director | |
Lizanne Galbreath
|
| |
66
|
| | Independent Director | |
Name
|
| |
Position
|
|
John Carrafiell | | | Co-Chief Executive Officer of BGO | |
Sonny Kalsi | | | Co-Chief Executive Officer of BGO | |
Christopher Niehaus | | | Managing Partner and Head of U.S. Business of BGO | |
Amy Price | | | President of BGO | |
Andrew Yoon | | | Managing Partner and Chief Operating Officer of BGO | |
Michael Glimcher | | | Managing Director and Chief Executive Officer of Retail Strategies of BGO | |
Matthew Gorman | | | Managing Director of BGO | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Organization and Offering Activities
|
| ||||||
Upfront Selling Commissions and Dealer Manager Fees(1)(2) — The Dealer Manager | | | The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront | | | The actual amount will depend on the number of Class T shares, Class S shares and Class D shares sold and the transaction price of each Class T share, Class S share and Class D share. Aggregate upfront selling commissions will equal approximately $77.6 million, and aggregate dealer manager fees will equal approximately $4.8 million if we sell the maximum amount, in each case, in our primary offering, assuming 1/4 of our offering proceeds are from the sale of each of Class T shares, Class S shares and Class D shares, respectively, and that the transaction prices of our Class T shares, Class S shares and Class D shares remain constant at $10.00. | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Stockholder Servicing Fees(2)(3) — The Dealer Manager | | |
Subject to FINRA limitations on underwriting compensation, we pay the Dealer Manager selling commissions over time as stockholder servicing fees for ongoing services rendered to stockholders by participating broker-dealers or broker-dealers servicing investors’ accounts, referred to as servicing broker-dealers:
•
with respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV of our outstanding Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the investment professional stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;
•
with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares; and
•
with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D shares.
We will not pay a stockholder servicing fee with respect to our outstanding Class E shares or Class I shares, and as a result, it is a class-specific expense. We will pay stockholder servicing fees with respect to outstanding Class D shares, Class S shares and Class T shares issued pursuant to our distribution reinvestment plan.
The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) the stockholder servicing fees to
|
| | Actual amounts depend upon the per share NAVs of our Class T shares, Class S shares and Class D shares, the number of Class T shares, Class S shares and Class D shares purchased and when such shares are purchased. For each of Class T shares and Class S shares, the stockholder servicing fees will equal approximately $8.2 million per annum if we sell the maximum amount. For Class D shares, the stockholder servicing fees will equal $2.5 million per annum if we sell the maximum amount. In each case, we are assuming that, in our primary offering, 1/4 of our offering proceeds are from the sale of Class T shares, 1/4 of our offering proceeds are from the sale of Class S shares and 1/4 of our offering proceeds are from the sale of Class D shares, that the NAV per share of our Class S shares and Class D shares remains constant at $10.00 and none of our stockholders participate in our distribution reinvestment plan. | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the stockholder servicing fees are calculated based on our NAV for our Class T, Class S and Class D shares, they will reduce the NAV or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under our distribution reinvestment plan.
We will cease paying stockholder servicing fees with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in the applicable agreement between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto) (collectively, the “Fee Limit”). At the end of such month, each such Class T share, Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share (the “Share Conversion”). Although we cannot predict the length of time over which the stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T share (in the case of
|
| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
a limit of 8.75% of gross proceeds) or Class S share over approximately 7 years from the date of purchase and with respect to a Class D share over approximately 30 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees, opting out of the distribution reinvestment plan and a constant NAV of $10.00 per share. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T share or Class S share would total approximately $0.56 and with respect to a Class D share would total approximately $0.74.
In addition, we will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering.
For a description of the services required from the participating broker-dealer or servicing broker-dealer, see the “Plan of Distribution — Underwriting Compensation — Stockholder Servicing Fees — Class T, Class S and Class D Shares.”
|
| | | |
Organization and Offering Expense Reimbursement
(2)(4) — The Adviser
|
| | The Adviser will advance our organization and offering expenses associated with this offering that it incurs on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating | | | We estimate our organization and offering expenses to be approximately $25.3 million if we sell the maximum offering amount. | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of the Dealer Manager in the performance of wholesaling activities, but excluding upfront selling commissions, dealer manager fees and the stockholder servicing fee) through July 7, 2024, the first anniversary of the commencement of this offering. We will reimburse the Adviser for all such advanced expenses ratably over the 60 months following July 7, 2024. Such reimbursement may be paid, at the Adviser’s election, in cash, Class E shares, Class I shares, Class E units or Class I units, or any combination thereof. If the Adviser elects to receive any portion of such reimbursement in shares of our common stock or Operating Partnership units, we may repurchase such shares or units from the Adviser at a later date. Such shares of our common stock and Operating Partnership units that are subsequently converted to shares of our common stock that the Adviser receives in lieu of cash will not be subject to the repurchase limits of our share repurchase plan or any Early Repurchase Deduction. Wholesaling compensation expenses of persons associated with the Dealer Manager will be paid by the Adviser without reimbursement from us.
After July 7, 2024, we will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred. After the termination of the primary offering and again after termination of the offering under our distribution reinvestment plan, the Adviser has agreed to reimburse us to the extent that the organization and offering expenses that we incur exceed 15% of our gross proceeds from the applicable offering.
|
| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
Investment Activities
|
| ||||||
Acquisition Expense Reimbursement
(5) — The Adviser
|
| | We do not intend to pay the Adviser any acquisition, financing (except interest payments to the lender in cases where the lender is an affiliate of the Adviser) or other similar fees in connection with making investments. We will, however, reimburse the Adviser for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate-related assets, whether or not such investments are acquired, and make payments to third parties or certain of the Adviser’s affiliates in connection with making investments as described in “— Fees from Other Services — Affiliates of the Adviser” below. | | | Actual amounts are dependent upon actual expenses incurred and, therefore, cannot be determined at this time. | |
Operational Activities
|
| ||||||
Management Fee — The Adviser(6)(7) | | |
We will pay the Adviser a management fee equal to 1.25% of NAV for the Class T shares, Class S shares, Class D shares and Class I shares per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than us, the Operating Partnership will pay the Adviser a management fee equal to 1.25% of the NAV of the Operating Partnership attributable to such Class T, Class S, Class D and Class I Operating Partnership units not held by us per annum payable monthly. We will not pay the Adviser a management fee with respect to the Class E shares or Class E units and, as a result, it is a class-specific expense.
The management fee may be paid, at the Adviser’s election, in cash, Class E shares, Class I shares, Class E units or Class I units of the Operating Partnership, or any combination thereof. To the extent that the Adviser elects to receive any portion of its management fee in shares of our common stock or units of the Operating Partnership, we may repurchase such shares or units from the Adviser at a later date. Shares of our common stock and units of the Operating Partnership obtained by the
|
| |
Actual amounts of the management fee depend upon our aggregate NAV. The management fee attributed to the shares sold in this offering will equal approximately $49 million per annum if we sell the maximum amount in our primary offering, assuming that the NAV per share of each class of our common stock remains constant at $10.00 and before giving effect to any shares issued under our distribution reinvestment plan.
Actual amounts of out-of-pocket expenses paid by the Adviser that we reimburse are dependent upon actual expenses incurred and, therefore, cannot be determined at this time.
|
|
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
Adviser will not be subject to the repurchase limits of our share repurchase plan or any Early Repurchase Deduction. Notwithstanding the foregoing, we have adopted a policy in which our independent directors must approve repurchase requests submitted by the Adviser that when combined with any investor repurchase requests would cause us to exceed the 2% monthly or 5% quarterly limitations on repurchases. Such approval must find that the repurchase will not impair our capital or operations and be consistent with the fiduciary duties of our directors.
The Operating Partnership will repurchase any such Operating Partnership units for cash unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the Operating Partnership’s partnership agreement, in which case such Operating Partnership units will be repurchased for shares of our common stock with an equivalent aggregate NAV. The Adviser and the Special Limited Partner will have the option of exchanging any class of shares obtained in respect of its management fee or performance participation allocation for an equivalent aggregate NAV amount of any other class of shares.
In addition to the organization and offering expense and acquisition expense reimbursements described above, we will reimburse the Adviser for out-of-pocket costs and expenses it incurs in connection with the services it provides to us, including, but not limited to, the actual cost of goods and services used by us and obtained from third parties or certain affiliates of the Adviser (subject to approval of our board of directors, including a majority of our independent directors), including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in
|
| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | | connection with the purchase and sale of investments and securities, and (2) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person and (3) expenses related to the personnel of the Adviser performing services for us other than those who provide investment advisory services or serve as our directors or officers. See “Management — The Advisory Agreement — Management Fee, Performance Participation and Expense Reimbursements.” | | | | |
Performance Participation Allocation — The Special Limited Partner | | | So long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner will hold a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined below). Such allocation will be measured on a calendar year basis, made quarterly and accrued monthly. The performance participation interest is not paid on the Class E units, and as a result, it is a class-specific expense. | | | Actual amounts of the performance participation depend upon the Operating Partnership’s actual annual total return and, therefore, cannot be calculated at this time. | |
| | | Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a performance participation allocation as described above calculated in respect of the portion of the year to date, less any performance participation allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The performance participation allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. | | | | |
| | | Specifically, the Special Limited Partner will be allocated a performance participation in an amount equal to: | | | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
•
First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such annual Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause (this is commonly referred to as a “Catch-Up”); and
•
Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.
“Total Return” for any period since the end of the prior calendar year will equal the sum of:
(i)
all distributions accrued or paid (without duplication) on the Class T units, Class S units, Class D units and Class I units (collectively referred to as, the “Performance Participation OP Units”) outstanding at the end of such period since the beginning of the then-current calendar year plus
(ii)
the change in aggregate NAV of the Performance Participation OP Units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances of Performance Participation OP Units, (y) any allocation/accrual to the performance participation interest and (z) applicable stockholder servicing fee expenses (including any payments made to us for payment of such expenses).
For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such units.
|
| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the NAV of the Performance Participation OP Units outstanding at the beginning of the then-current calendar year and all Performance Participation OP Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of Performance Participation OP Units over the period and calculated in accordance with recognized industry practices. The ending NAV of the Performance Participation OP Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable stockholder servicing fee expenses. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Performance Participation OP Units repurchased during such period, which units will be subject to the performance participation allocation upon repurchase as described below.
Except as described in Loss Carryforward below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.
“Loss Carryforward Amount” will initially equal zero and will cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount will at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Performance Participation OP Units repurchased during such year, which units will be subject to the performance participation allocation upon repurchase as described below. The
|
| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Special Limited Partner’s performance participation. This is referred to as a “High Water Mark.”
The Special Limited Partner will also be allocated a performance participation with respect to all Performance Participation OP Units that are repurchased at the end of any month (in connection with repurchases of our shares in our share repurchase plan) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation.
If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end performance participation allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, distributions of any Quarterly Allocations and year-end performance participation allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains;
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| | | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | |
provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Operating Partnership the remaining Quarterly Shortfall Obligation in cash.
Distributions on the performance participation interest may be payable in cash, Class E units or Class I units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Class E units or Class I units, the Special Limited Partner may request the Operating Partnership to repurchase such units from the Special Limited Partner at a later date. The Operating Partnership will repurchase any such Class I units or Class E units for Class I shares or Class E shares or cash (at the Special Limited Partner’s election) unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the Operating Partnership’s partnership agreement, in which case, such Class E units or Class I units will be repurchased for Class E shares or Class I shares with an aggregate NAV equivalent to the aggregate NAV of such Class E units or Class I units. Any such repurchase requests will not be subject to the Early Repurchase Deduction, but, if such units are redeemed for shares of our common stock, such shares of common stock will be subject to the same repurchase limits that exist under our share repurchase plan.
See “Summary of Our Operating Partnership Agreement — Special Limited Partner Interest.”
|
| | | |
Fees from Other Services — Affiliates of the Adviser | | | We may retain certain of the Adviser’s affiliates, from time to time, for services relating to our investments (including | | | Actual amounts depend on to what extent affiliates of the Adviser are actually engaged to perform such | |
Type of
Compensation and Recipient |
| |
Determination of Amount
|
| |
Estimated Amount
|
|
| | | both our real estate investments and real estate-related assets) or our operations, which may include accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, property management services, leasing services, property, title and/or other types of insurance and related services, transaction support services, transaction consulting services and other similar investment and operational matters. The Operating Partnership or its subsidiary may also issue equity incentive compensation to certain employees of such affiliates for services provided. Any compensation paid to the Adviser’s affiliates for any such services will not reduce the management fee or performance participation allocation. Any such arrangements will be at or below market rates. For more information about such services, please see “Risk Factors — Risks Related to Conflicts of Interest — The Adviser may face conflicts of interests in choosing our service providers and certain service providers may provide services to the Dealer Manager, the Adviser or BGO on more favorable terms than those provided to us.” | | | services. | |
|
A. Beginning NAV
|
| | | $ | 500,000,000 | | |
|
B. Loss Carryforward Amount
|
| | | | — | | |
|
C. Net proceeds from new issuances
|
| | | | — | | |
|
D. Distributions paid (in four equal quarterly installments)
|
| | | $ | 20,000,000 | | |
|
E. Change in NAV required to meet 5% annualized internal rate of return(1)
|
| | | $ | 4,700,000 | | |
|
F. Hurdle Amount(1) (D plus E)
|
| | | $ | 24,700,000 | | |
|
G. Actual change in NAV
|
| | | $ | 25,000,000 | | |
|
H. Annual Total Return prior to performance participation allocation (D plus G)
|
| | | $ | 45,000,000 | | |
|
I. Excess Proceeds (H minus the sum of B and F)
|
| | | $ | 20,300,000 | | |
|
J. Performance participation allocation is equal to 12.5% of annual Total Return
|
| | |||||
|
(H) because the annual Total Return exceeds the Hurdle Rate (F) plus loss carryforward account balance (B) with enough Excess Proceeds (I) to achieve the full Catch-Up
|
| | | $ | 5,625,000 | | |
| | |
Property Investments
|
| |||||||||
Location
|
| |
Number
|
| |
Cost(*)
|
| ||||||
| | | | | | | | |
(In millions)
|
| |||
United States
|
| | | | 319 | | | | | $ | 20,318 | | |
Europe
|
| | | | 297 | | | | | | 9,841 | | |
Asia Pacific
|
| | | | 150 | | | | | | 10,045 | | |
Canada
|
| | | | 66 | | | | | | 2,621 | | |
Total
|
| | | | 832 | | | | | $ | 42,825 | | |
Type of Property
|
| |
Total
|
| |||
Industrial/Logistics
|
| | | | 33% | | |
Office
|
| | | | 27% | | |
Residential
|
| | | | 19% | | |
Hospitality
|
| | | | 7% | | |
Retail
|
| | | | 4% | | |
Mixed Use
|
| | | | 1% | | |
Other
|
| | | | 10% | | |
Total
|
| | | | 100% | | |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percent of Shares
Beneficially Owned |
| ||||||
Directors and Named Executive Officers: | | | | | | | | | | | | | |
John Carrafiell
|
| | | | 0 | | | | | | 0% | | |
Michael Glimcher
|
| | | | 0 | | | | | | 0% | | |
Lori Biancamano
|
| | | | 0 | | | | | | 0% | | |
Edgar Alvarado(1)
|
| | | | 0 | | | | | | 0% | | |
Timothy Callahan(1)
|
| | | | 0 | | | | | | 0% | | |
Lizanne Galbreath(1)
|
| | | | 0 | | | | | | 0% | | |
All current executive officers and directors as a group (8 persons)
|
| | | | 0 | | | | | | 0% | | |
5% Stockholders | | | | | | | | | | | | | |
BentallGreenOak (U.S.) Limited Partnership(2)
|
| | | | 21,904 | | | | | | 100% | | |
| | |
Maximum Upfront
Dealer Manager Fees as a % of Transaction Price |
| |
Maximum Upfront
Selling Commissions as a % of Transaction Price |
|
Class T shares(1)
|
| |
up to 2.0%
|
| |
0.5%
|
|
Class S shares
|
| |
up to 3.5%
|
| |
None
|
|
Class D shares
|
| |
up to 1.5%
|
| |
None
|
|
Class I shares
|
| |
None
|
| |
None
|
|
| | |
Stockholder Servicing
Fee as a % of NAV |
|
Class T shares
|
| |
0.85%(1)
|
|
Class S shares
|
| |
0.85%
|
|
Class D shares
|
| |
0.25%
|
|
Class I shares
|
| |
None
|
|
Your Investment
|
| |
Upfront
Selling Commissions as a % of Transaction Price of Class S Share |
| |
Upfront
Selling Commissions as a % of Transaction Price of Class T Share |
| ||||||
Up to $149,999.99
|
| | | | 3.50% | | | | | | 3.00% | | |
$150,000 to $499,999.99
|
| | | | 3.00% | | | | | | 2.50% | | |
$500,000 to $999,999.99
|
| | | | 2.50% | | | | | | 2.00% | | |
$1,000,000 and up
|
| | | | 2.00% | | | | | | 1.50% | | |
| | |
Maximum Estimated Underwriting
Fees and Expenses At Maximum Primary Offering of $4,000,000,000 |
| |||||||||
Upfront selling commissions
|
| | | $ | 135,265,700 | | | | | | 3.38% | | |
Stockholder servicing fees(1)
|
| | | | 214,734,300 | | | | | | 5.37% | | |
Other costs and reimbursement of wholesaling activities(2)
|
| | | | 25,033,333 | | | | | | 0.63% | | |
Legal fees allocable to the Dealer Manager
|
| | | | 400,000 | | | | | | 0.01% | | |
Total(2) | | | | $ | 375,433,333 | | | | | | 9.39% | | |
| Table I | | | — | | | Experience in Raising and Investing Funds | |
|
Table II
|
| | — | | | (Omitted) Compensation to Sponsor has been omitted since compensation data is included in Table IV — Results of Completed Programs. | |
|
Table III
|
| | — | | | Operating Results of Prior Programs | |
|
Table IV
|
| | — | | | Results of Completed Programs Table | |
|
Table V
|
| | — | | | Sales or Disposals of Properties | |
| | |
As of December 31, 2023
|
| |||||||||||||||||||||||||||
($/CAD$/€ in millions)
|
| |
GO EUL(1)
|
| |
BGO EUL
|
| |
BGO Core Plus(1)
|
| |
BGO Prime(1)
|
| |
BGO-D(1)
|
| |||||||||||||||
Dollar amount offered
|
| | | € | 500.0 | | | | | € | 235.0 | | | | | $ | 1,009.7 | | | | | CAD$ | 420 | | | | | $ | 626.5 | | |
Dollar amount raised
|
| | | € | 695.0 | | | | | € | 235.0 | | | | | $ | 1,009.7 | | | | | CAD$ | 420 | | | | | $ | 626.5 | | |
Length of offering (in months)
|
| | | | 24 | | | | | | N/A(2) | | | | | | N/A(2) | | | | | | N/A(2) | | | | | | N/A(2) | | |
Months to invest 90% of amount available for investment (measured from date of offering)
|
| | | € | 13.0 | | | | | | N/A(3) | | | | | | N/A(3) | | | | | | N/A(3) | | | | | | N/A(3) | | |
| | |
GO EUL
|
| |||||||||||||||||||||||||||
(€ in thousands except per share value)
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue (loss)
|
| | | € | 919 | | | | | € | 1,596 | | | | | € | 946 | | | | | € | — | | | | | € | — | | |
Other Gain (loss)
|
| | | | 7,247 | | | | | | 8,215 | | | | | | 77,857 | | | | | | (11,640) | | | | | | (10,314) | | |
Total Expenses
|
| | | | 2,534 | | | | | | 6,719 | | | | | | 27,044 | | | | | | (1,791) | | | | | | (10,131) | | |
Comprehensive Profit (loss)
|
| | | | 5,633 | | | | | | 3,091 | | | | | | 51,759 | | | | | | (13,431) | | | | | | (20,444) | | |
Summary Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows provided by operating activities
|
| | | | (321) | | | | | | (5,818) | | | | | | (7,790) | | | | | | (9,948) | | | | | | (9,670) | | |
Cash flows provided by investing activities
|
| | | | (73,048) | | | | | | (68,235) | | | | | | (434,311) | | | | | | 29,106 | | | | | | 29,106 | | |
Cash flows provided by financing activities
|
| | | | 88,354 | | | | | | 61,090 | | | | | | 451,986 | | | | | | (37,071) | | | | | | (37,071) | | |
Amount and Source of Distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | (11,822) | | | | | | (57,000) | | | | | | (24,700) | | |
Amount of reinvested distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | (11,822) | | | | | | (57,000) | | | | | | (24,700) | | |
Sources of Distributions (per $1,000 invested)
|
| | | | — | | | | | | — | | | | | | (11,822) | | | | | | (57,000) | | | | | | (24,700) | | |
From operations
|
| | | | — | | | | | | — | | | | | | (11,822) | | | | | | (23,989) | | | | | | (24,700) | | |
From sales of properties
|
| | | | — | | | | | | — | | | | | | — | | | | | | (33,011) | | | | | | — | | |
From refinancings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | | 106,435 | | | | | | 172,500 | | | | | | 703,166 | | | | | | 637,450 | | | | | | 587,065 | | |
Total liabilities
|
| | | | 2,550 | | | | | | 24,158 | | | | | | 42,340 | | | | | | 13,056 | | | | | | 7,815 | | |
Share Valuation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value per Share
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| | |
BGO EUL
|
| |||||||||||||||
(€ in thousands except per share value)
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | |
Revenue (loss)
|
| | | | — | | | | | | 2,617 | | | | | | 6,438 | | |
Other Gain (loss)
|
| | | | — | | | | | | (35,300) | | | | | | (4,098) | | |
Total Expenses
|
| | | | (49) | | | | | | 4,664 | | | | | | 8,117 | | |
Comprehensive Profit (loss)
|
| | | | 49 | | | | | | (38,624) | | | | | | (6,827) | | |
Summary Statements of Cash Flows | | | | | | | | | | | | | | | |||||
Cash flows provided by operating activities
|
| | | | 36 | | | | | | (549) | | | | | | 8,671 | | |
Cash flows provided by investing activities
|
| | | | — | | | | | | (226,999) | | | | | | (67,788) | | |
Cash flows provided by financing activities
|
| | | | — | | | | | | 260,214 | | | | | | 86,404 | | |
Amount and Source of Distributions | | | | | | | | | | | | | | | |||||
Cash distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | |
Amount of reinvested distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | |
Total distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | |
Sources of Distributions (per $1,000 invested)
|
| | | | |||||||||||||||
From operations
|
| | | | — | | | | | | — | | | | | | — | | |
From sales of properties
|
| | | | — | | | | | | — | | | | | | — | | |
From refinancings
|
| | | | — | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | |||||
Total assets
|
| | | | 36 | | | | | | 227,885 | | | | | | 314,789 | | |
Total liabilities
|
| | | | 85 | | | | | | 60,558 | | | | | | 154,289 | | |
Share Valuation | | | | | | | | | | | | | | | |||||
Net Asset Value per Share
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
BGO Core Plus
|
| |||||||||||||||||||||
| | |
Year Ended
|
| |||||||||||||||||||||
($ in thousands except per share value)
|
| |
2020(*)
|
| |
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investment Income
|
| | | $ | — | | | | | $ | 13,194 | | | | | $ | 40,782 | | | | | $ | 42,741 | | |
Operating expenses
|
| | | | (422) | | | | | | (5,685) | | | | | | (12,657) | | | | | | (12,427) | | |
Net investment Income (loss)
|
| | | | (422) | | | | | | 7,509 | | | | | | 28,125 | | | | | | 30,314 | | |
Unrealized gain
|
| | | | (373) | | | | | | 55,993 | | | | | | 109,288 | | | | | | (17,592) | | |
Realized Gain
|
| | | | — | | | | | | — | | | | | | 9,319 | | | | | | (221) | | |
Net income
|
| | | | (796) | | | | | | 63,502 | | | | | | 146,732 | | | | | | 12,471 | | |
Summary Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows provided by operating activities
|
| | | | (119,008) | | | | | | (512,285) | | | | | | (148,077) | | | | | | (97,237) | | |
Cash flows provided by investing activities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash flows provided by financing activities
|
| | | | 138,500 | | | | | | 613,261 | | | | | | 75,092 | | | | | | 64,970 | | |
Amount of Cash Distributions | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amount of reinvested distributions paid to limited partners
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | | | — | | |
Total distributions paid to limited partners
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sources of Cash Distributions | | | | | | | | | | | | | | | | | | | | | | | | | |
From operations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
From sales of properties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
From refinancing
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (before depreciation/amortization)
|
| | | | 138,486 | | | | | | 816,112 | | | | | | 1,038,793 | | | | | | 1,117,396 | | |
Total assets (after depreciation)
|
| | | | 138,486 | | | | | | 816,112 | | | | | | 1,038,793 | | | | | | 1,117,396 | | |
Total liabilities
|
| | | | 12,282 | | | | | | 1,644 | | | | | | 2,502 | | | | | | 3,634 | | |
Net Asset Value per Share
|
| | | | 9,941 | | | | | | 11,763 | | | | | | 14,017 | | | | | | 15,065 | | |
| | |
BGO-D
|
| |||||||||||||||||||||||||||
($ in thousands except per share value)
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investment Income
|
| | | $ | 360,785 | | | | | $ | 365,240 | | | | | $ | 348,522 | | | | | $ | 370,835 | | | | | $ | 362,675 | | |
Operating Expenses
|
| | | | (124,851) | | | | | | (108,938) | | | | | | (89,078) | | | | | | (123,662) | | | | | | (152,905) | | |
Net Investment Income (loss)
|
| | | | 236 | | | | | | 256 | | | | | | 259 | | | | | | 247,174 | | | | | | 209,770 | | |
Net Realized and Unrealized Gain
(loss) |
| | | | 59,916 | | | | | | (166,048) | | | | | | 1,333,632 | | | | | | 430,743 | | | | | | (1,526,790) | | |
Net Income (loss)
|
| | | | 60,152 | | | | | | (165,791) | | | | | | 1,333,891 | | | | | | 677,916 | | | | | | (1,317,020) | | |
Summary Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Cash Flows Provided by (used in) Operating Activities
|
| | | | 284,589 | | | | | | 281,495 | | | | | | 925,164 | | | | | | (401,968) | | | | | | 516,852 | | |
Net Cash Flows Provided by (used in) Investing Activities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net Cash Flows Provided by (used in) Financing Activities
|
| | | | (214,734) | | | | | | (120,888) | | | | | | (764,953) | | | | | | 46,974 | | | | | | (558,819) | | |
Amount of Cash Distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Distributions Paid to Limited Partners
|
| | | | 392,006 | | | | | | 171,966 | | | | | | 775,268 | | | | | | 730,861 | | | | | | 276,144 | | |
Amount Reinvested distributions Paid to
Limited Partners |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Distributions Paid to Limited Partners
|
| | | | 392,006 | | | | | | 171,966 | | | | | | 775,268 | | | | | | 730,861 | | | | | | 276,144 | | |
Source of Cash Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
From Operations
|
| | | | 378,491 | | | | | | 171,966 | | | | | | 310,358 | | | | | | 354,183 | | | | | | 276,144 | | |
From Sales of Properties
|
| | | | 13,515 | | | | | | — | | | | | | 464,910 | | | | | | 376,679 | | | | | | — | | |
From Refinancings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets
|
| | | | 9,920,639 | | | | | | 10,013,905 | | | | | | 10,738,770 | | | | | | 11,386,102 | | | | | | 9,500,839 | | |
Total Liabilities
|
| | | | 2,378,821 | | | | | | 2,400,309 | | | | | | 2,258,999 | | | | | | 2,389,953 | | | | | | 2,088,793 | | |
Net Asset Value per Share
|
| | | | 2,235 | | | | | | 2,257 | | | | | | 2,746 | | | | | | 2,968 | | | | | | 2,509 | | |
| | |
BGO Prime
|
| |||||||||||||||||||||||||||
(CAD$ in thousands except per share value)
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue (loss)
|
| | | $ | 414,443 | | | | | $ | 431,662 | | | | | $ | 415,358 | | | | | $ | 399,382 | | | | | $ | 409,492 | | |
Other Gain
|
| | | | 5,119 | | | | | | 2,897 | | | | | | 1,754 | | | | | | 5,456 | | | | | | 16,767 | | |
Total Expenses
|
| | | | (246,928) | | | | | | (268,087) | | | | | | (257,434) | | | | | | (250,973) | | | | | | (285,368) | | |
Loss on sale of investment properties
|
| | | | (31,864) | | | | | | (20,858) | | | | | | (1,614) | | | | | | (40,275) | | | | | | 4,719 | | |
Comprehensive profit
|
| | | | 140,770 | | | | | | 145,614 | | | | | | 158,064 | | | | | | 113,590 | | | | | | 145,610 | | |
Summary Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Net Cash Flows Provided by (used in) Operating Activities
|
| | | | 178,282 | | | | | | 167,643 | | | | | | 168,798 | | | | | | 145,546 | | | | | | 146,606 | | |
Net Cash Flows Provided by (used in) Investing Activities
|
| | | | (511,089) | | | | | | 198,022 | | | | | | (271,484) | | | | | | (422,471) | | | | | | 252,174 | | |
Net Cash Flows Provided by (used in) Financing Activities
|
| | | | 504,571 | | | | | | 69,889 | | | | | | 333,189 | | | | | | (10,082) | | | | | | (405,935) | | |
Amount of Cash Distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Distributions Paid to Limited
Partners |
| | | | 153,627 | | | | | | 267,124 | | | | | | 179,609 | | | | | | 765,761 | | | | | | 596,300 | | |
Amount Reinvested distributions Paid to
Limited Partners |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Distributions Paid to Limited Partners
|
| | | | 153,627 | | | | | | 267,124 | | | | | | 179,609 | | | | | | 765,761 | | | | | | 596,300 | | |
Source of Cash Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From Operations
|
| | | | 153,627 | | | | | | 267,124 | | | | | | 179,609 | | | | | | 765,761 | | | | | | 596,300 | | |
From Sales of Properties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
From Refinancings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets
|
| | | | 5,979,015 | | | | | | 5,999,535 | | | | | | 6,952,487 | | | | | | 7,151,798 | | | | | | 6,599,142 | | |
Total Liabilities
|
| | | | 1,402,992 | | | | | | 1,616,056 | | | | | | 1,916,982 | | | | | | 1,999,257 | | | | | | 2,249,200 | | |
Summary Balance Sheet
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
($ in thousands except per share value)
|
| |
GO US IV
|
| |||||||||||||||
|
2021(*)
|
| |
2022
|
| |
2023
|
| |||||||||||
Summary Operating Results | | | | | | | | | | | | | | | | | | | |
Total Investment Income
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operating Expenses
|
| | | | (1,379) | | | | | | (10,010) | | | | | | (19,987) | | |
Net Investment Income (loss)
|
| | | | (1,379) | | | | | | (10,010) | | | | | | (19,987) | | |
Unrealized Gain (loss)
|
| | | | — | | | | | | 8,532 | | | | | | 23,784 | | |
Realized Gain (loss)
|
| | | | — | | | | | | — | | | | | | — | | |
Income tax provision
|
| | | | — | | | | | | — | | | | | | (3,033) | | |
Net Income (loss)
|
| | | | (1,379) | | | | | | (1,478) | | | | | | 765 | | |
Summary Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net Cash Flows Provided by (used in) Operating Activities
|
| | | | (48,799) | | | | | | (138,521) | | | | | | (67,474) | | |
Net Cash Flows Provided by (used in) Investing Activities
|
| | | | — | | | | | | — | | | | | | — | | |
Net Cash Flows Provided by (used in) Financing Activities
|
| | | | 48,000 | | | | | | 138,600 | | | | | | 67,575 | | |
Amount of Cash Distributions | | | | | | | | | | | | | | | | | | | |
Cash Distributions Paid to Limited Partners
|
| | | | 43,500 | | | | | | — | | | | | | — | | |
Reinvested distributions Paid to Limited Partners
|
| | | | — | | | | | | — | | | | | | — | | |
Total Distributions Paid to Limited Partners
|
| | | | 43,500 | | | | | | — | | | | | | — | | |
Cash Distributions: | | | | | | | | | | | | | | | | | | | |
From Operations
|
| | | | — | | | | | | — | | | | | | — | | |
From Sales of Properties
|
| | | | — | | | | | | — | | | | | | — | | |
From Refinancings
|
| | | | 43,500 | | | | | | — | | | | | | — | | |
Summary Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total Assets
|
| | | | 47,811 | | | | | | 186,589 | | | | | | 261,303 | | |
Total Liabilities
|
| | | | 49,189 | | | | | | 189,446 | | | | | | 47,831 | | |
Net Asset Value per Share**
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
($ in thousands)
|
| |
GreenOak US Fund I
|
| |
GO Japan
|
|
Date of first close
|
| |
12/2018
|
| |
06/2018
|
|
Duration of operations (months)
|
| |
91
|
| |
90
|
|
Dollar amount raised
|
| |
$2,600,000
|
| |
$2,600,000
|
|
Annualized return on investment
|
| |
9.7%
|
| |
7.7%
|
|
Median annual leverage
|
| |
66%
|
| |
75%
|
|
| | | | | | | | | | | | | | |
Selling Price, Net of Closing Costs and
GAAP Adjustments (CAD$ in thousands) |
| |
Cost of Properties Including Closing and
Soft Costs (CAD$ in thousands) |
| | | | | | | ||||||||||||||||||||||||||||||||||||
Property
|
| |
Date
Acquired |
| |
Date of
Sale |
| |
Cash
received net of closing costs |
| |
Mortgage
balance at time of sale |
| |
Purchase
money mortgage taken back by program |
| |
Adjustments
from application of GAAP |
| |
Total
|
| |
Original
Mortgage Financing |
| |
Total
acquisition cost, Capital improvement, closing and soft costs |
| |
Total
|
| |
Excess
(deficiency) of Property Operating Cash Receipts Over Cash Expenditures |
| |||||||||||||||||||||||||||
Kansas Commerce Center
|
| | | | 4/6/2006 | | | | | | 3/1/2021 | | | | | | 42,507 | | | | | | — | | | |
—
|
| |
—
|
| | | | 42,507 | | | | | | — | | | | | | 59,608 | | | | | | 59,608 | | | | | | 3,953 | | |
College & Renner
|
| | | | 6/1/2000 | | | | | | 3/24/2021 | | | | | | 24,920 | | | | | | — | | | |
—
|
| |
—
|
| | | | 24,920 | | | | | | — | | | | | | 29,403 | | | | | | 29,403 | | | | | | 2,295 | | |
147 Milk Street
|
| | | | 6/10/2016 | | | | | | 3/25/2021 | | | | | | 44,430 | | | | | | — | | | |
—
|
| |
—
|
| | | | 44,430 | | | | | | — | | | | | | 37,924 | | | | | | 37,924 | | | | | | 1,695 | | |
St. Michael’s College
|
| | | | 11/1/2017 | | | | | | 5/6/2021 | | | | | | 100,362 | | | | | | — | | | |
—
|
| |
—
|
| | | | 100,362 | | | | | | — | | | | | | 52,482 | | | | | | 52,482 | | | | | | — | | |
Mount Eden
|
| | | | 6/25/1998 | | | | | | 6/14/2021 | | | | | | 151,027 | | | | | | — | | | |
—
|
| |
—
|
| | | | 151,027 | | | | | | — | | | | | | 70,679 | | | | | | 70,679 | | | | | | 5,728 | | |
Mondrian Cityplace
|
| | | | 9/28/2012 | | | | | | 7/23/2021 | | | | | | 78,548 | | | | | | — | | | |
—
|
| |
—
|
| | | | 78,548 | | | | | | — | | | | | | 72,411 | | | | | | 72,411 | | | | | | 3,124 | | |
Shaw Park Plaza
|
| | | | 6/5/1998 | | | | | | 7/29/2021 | | | | | | 58,799 | | | | | | — | | | |
—
|
| |
—
|
| | | | 58,799 | | | | | | — | | | | | | 68,810 | | | | | | 68,810 | | | | | | 5,557 | | |
5875 Explorer Drive
|
| | | | 11/1/1997 | | | | | | 8/19/2021 | | | | | | 17,147 | | | | | | — | | | |
—
|
| |
—
|
| | | | 17,147 | | | | | | — | | | | | | 14,133 | | | | | | 14,133 | | | | | | — | | |
Gates Plaza
|
| | | | 5/25/2001 | | | | | | 8/30/2021 | | | | | | 220,283 | | | | | | — | | | |
—
|
| |
—
|
| | | | 220,283 | | | | | | — | | | | | | 105,850 | | | | | | 105,850 | | | | | | 12,496 | | |
1500 Hardy Street
|
| | | | 6/1/2006 | | | | | | 9/2/2021 | | | | | | 16,738 | | | | | | — | | | |
—
|
| |
—
|
| | | | 16,738 | | | | | | — | | | | | | 11,199 | | | | | | 11,199 | | | | | | — | | |
Residences at Congressional Village
|
| | | | 10/6/2010 | | | | | | 9/23/2021 | | | | | | 126,517 | | | | | | — | | | |
—
|
| |
—
|
| | | | 126,517 | | | | | | — | | | | | | 124,680 | | | | | | 124,680 | | | | | | 5,455 | | |
505 Doyle Avenue
|
| | | | 6/1/2014 | | | | | | 10/1/2021 | | | | | | 58,647 | | | | | | 34,036 | | | |
—
|
| |
—
|
| | | | 92,683 | | | | | | 31,125 | | | | | | 50,893 | | | | | | 82,018 | | | | | | — | | |
11 Sleeper Street
|
| | | | 10/16/2015 | | | | | | 11/4/2021 | | | | | | 2,371 | | | | | | — | | | |
—
|
| |
—
|
| | | | 2,371 | | | | | | — | | | | | | 2,094 | | | | | | 2,094 | | | | | | 55 | | |
12 Farnsworth Street
|
| | | | 10/16/2015 | | | | | | 11/4/2021 | | | | | | 49,059 | | | | | | — | | | |
—
|
| |
—
|
| | | | 49,059 | | | | | | — | | | | | | 30,602 | | | | | | 30,602 | | | | | | 543 | | |
Tour KPMG
|
| | | | 9/1/2015 | | | | | | 11/5/2021 | | | | | | 192,798 | | | | | | — | | | |
—
|
| |
—
|
| | | | 192,798 | | | | | | — | | | | | | 225,375 | | | | | | 225,375 | | | | | | — | | |
1050 West Pender
|
| | | | 10/1/1997 | | | | | | 11/8/2021 | | | | | | 78,979 | | | | | | 4,058 | | | |
—
|
| |
—
|
| | | | 83,036 | | | | | | 3,807 | | | | | | 28,988 | | | | | | 32,795 | | | | | | — | | |
5100 Spectrum Way
|
| | | | 12/1/1997 | | | | | | 12/13/2021 | | | | | | 17,196 | | | | | | — | | | |
—
|
| |
—
|
| | | | 17,196 | | | | | | — | | | | | | 13,850 | | | | | | 13,850 | | | | | | — | | |
Springbrook Prairie Pavilion
|
| | | | 10/21/2010 | | | | | | 12/16/2021 | | | | | | 100,961 | | | | | | — | | | |
—
|
| |
—
|
| | | | 100,961 | | | | | | — | | | | | | 84,636 | | | | | | 84,636 | | | | | | 5,888 | | |
Westwood Village
|
| | | | 3/30/2011 | | | | | | 12/16/2021 | | | | | | 84,172 | | | | | | — | | | |
—
|
| |
—
|
| | | | 84,172 | | | | | | — | | | | | | 91,268 | | | | | | 91,268 | | | | | | 4,212 | | |
Kedron Village
|
| | | | 5/19/2011 | | | | | | 12/16/2021 | | | | | | 24,166 | | | | | | — | | | |
—
|
| |
—
|
| | | | 24,166 | | | | | | — | | | | | | 16,165 | | | | | | 16,165 | | | | | | 1,122 | | |
West Cobb Marketplace
|
| | | | 5/19/2011 | | | | | | 12/16/2021 | | | | | | 26,647 | | | | | | — | | | |
—
|
| |
—
|
| | | | 26,647 | | | | | | — | | | | | | 18,083 | | | | | | 18,083 | | | | | | 1,257 | | |
Sawgrass Center
|
| | | | 5/19/2011 | | | | | | 12/16/2021 | | | | | | 25,850 | | | | | | — | | | |
—
|
| |
—
|
| | | | 25,850 | | | | | | — | | | | | | 20,216 | | | | | | 20,216 | | | | | | 1,438 | | |
Four Points Centre
|
| | | | 5/19/2011 | | | | | | 12/16/2021 | | | | | | 40,392 | | | | | | — | | | |
—
|
| |
—
|
| | | | 40,392 | | | | | | — | | | | | | 27,268 | | | | | | 27,268 | | | | | | 1,669 | | |
Parkway Village
|
| | | | 12/19/2012 | | | | | | 12/16/2021 | | | | | | 44,565 | | | | | | — | | | |
—
|
| |
—
|
| | | | 44,565 | | | | | | — | | | | | | 33,401 | | | | | | 33,401 | | | | | | 1,874 | | |
Stony Creek Promenade
|
| | | | 8/7/2015 | | | | | | 12/16/2021 | | | | | | 48,950 | | | | | | — | | | |
—
|
| |
—
|
| | | | 48,950 | | | | | | — | | | | | | 52,079 | | | | | | 52,079 | | | | | | 1,047 | | |
Midtown Crossing
|
| | | | 2/6/2015 | | | | | | 12/16/2021 | | | | | | 8,762 | | | | | | — | | | |
—
|
| |
—
|
| | | | 8,762 | | | | | | — | | | | | | 8,762 | | | | | | 8,762 | | | | | | — | | |
Kedron Village II
|
| | | | 2/16/2017 | | | | | | 12/16/2021 | | | | | | 40,374 | | | | | | — | | | |
—
|
| |
—
|
| | | | 40,374 | | | | | | — | | | | | | 32,105 | | | | | | 32,105 | | | | | | 2,372 | | |
Parkside West Cobb
|
| | | | 9/20/2017 | | | | | | 12/16/2021 | | | | | | 53,947 | | | | | | — | | | |
—
|
| |
—
|
| | | | 53,947 | | | | | | — | | | | | | 48,768 | | | | | | 48,768 | | | | | | 1,618 | | |
Kearny Square
|
| | | | 6/12/2018 | | | | | | 12/16/2021 | | | | | | 53,264 | | | | | | — | | | |
—
|
| |
—
|
| | | | 53,264 | | | | | | — | | | | | | 46,652 | | | | | | 46,652 | | | | | | 2,759 | | |
Rosedale Shopping Center
|
| | | | 8/15/2018 | | | | | | 12/16/2021 | | | | | | 41,972 | | | | | | — | | | |
—
|
| |
—
|
| | | | 41,972 | | | | | | — | | | | | | 34,513 | | | | | | 34,513 | | | | | | 1,844 | | |
Oakville Streetfront Portfolio
|
| | | | 4/1/2012 | | | | | | 12/19/2021 | | | | | | 59,960 | | | | | | — | | | |
—
|
| |
—
|
| | | | 59,960 | | | | | | — | | | | | | 66,416 | | | | | | 66,416 | | | | | | — | | |
Eastgate Square
|
| | | | 12/1/2013 | | | | | | 12/23/2021 | | | | | | 86,920 | | | | | | — | | | |
—
|
| |
—
|
| | | | 147,258 | | | | | | 59,845 | | | | | | 163,704 | | | | | | 223,548 | | | | | | — | | |
121 King Street West
|
| | | | 12/1/2012 | | | | | | 4/26/2022 | | | | | | 359,244 | | | | | | 165,000 | | | |
—
|
| |
—
|
| | | | 524,244 | | | | | | 165,000 | | | | | | 367,160 | | | | | | 532,160 | | | | | | — | | |
37 Quarry Park
|
| | | | 9/1/2017 | | | | | | 5/2/2022 | | | | | | 16,610 | | | | | | 20,580 | | | |
—
|
| |
—
|
| | | | 37,190 | | | | | | 20,616 | | | | | | 33,384 | | | | | | 54,000 | | | | | | — | | |
The Addison
|
| | | | 12/15/2016 | | | | | | 5/27/2022 | | | | | | 135,041 | | | | | | — | | | |
—
|
| |
—
|
| | | | 135,041 | | | | | | — | | | | | | 169,015 | | | | | | 169,015 | | | | | | 6,358 | | |
Lighton Plaza
|
| | | | 1/1/2009 | | | | | | 6/2/2022 | | | | | | 57,566 | | | | | | — | | | |
—
|
| |
—
|
| | | | 57,566 | | | | | | — | | | | | | 106,000 | | | | | | 106,000 | | | | | | (1,033) | | |
Preston View Apartments*
|
| | | | 12/17/2020 | | | | | | 6/8/2022 | | | | | | 114,862 | | | | | | 47,160 | | | |
—
|
| |
—
|
| | | | — | | | | | | 47,160 | | | | | | 83,075 | | | | | | 130,236 | | | | | | — | | |
77 Metcalfe
|
| | | | 8/1/2012 | | | | | | 7/15/2022 | | | | | | 18,649 | | | | | | 17,902 | | | |
—
|
| |
—
|
| | | | 36,551 | | | | | | 18,012 | | | | | | 47,407 | | | | | | 65,419 | | | | | | — | | |
| | | | | | | | | | | | | | |
Selling Price, Net of Closing Costs and
GAAP Adjustments (CAD$ in thousands) |
| |
Cost of Properties Including Closing and
Soft Costs (CAD$ in thousands) |
| | | | | | | ||||||||||||||||||||||||||||||||||||
Property
|
| |
Date
Acquired |
| |
Date of
Sale |
| |
Cash
received net of closing costs |
| |
Mortgage
balance at time of sale |
| |
Purchase
money mortgage taken back by program |
| |
Adjustments
from application of GAAP |
| |
Total
|
| |
Original
Mortgage Financing |
| |
Total
acquisition cost, Capital improvement, closing and soft costs |
| |
Total
|
| |
Excess
(deficiency) of Property Operating Cash Receipts Over Cash Expenditures |
| |||||||||||||||||||||||||||
49 Quarry Park
|
| | | | 9/1/2017 | | | | | | 8/15/2022 | | | | | | 16,000 | | | | | | — | | | |
—
|
| |
—
|
| | | | 16,000 | | | | | | — | | | | | | 37,574 | | | | | | 37,574 | | | | | | — | | |
35 Precidio
|
| | | | 4/1/1994 | | | | | | 8/30/2022 | | | | | | 42,458 | | | | | | — | | | |
—
|
| |
—
|
| | | | 42,458 | | | | | | — | | | | | | 8,044 | | | | | | 8,044 | | | | | | — | | |
360 State Street
|
| | | | 1/1/2009 | | | | | | 11/8/2022 | | | | | | 152,624 | | | | | | — | | | |
—
|
| |
—
|
| | | | 152,624 | | | | | | — | | | | | | 185,957 | | | | | | 185,957 | | | | | | 5,798 | | |
Foothills
|
| | | | 10/1/2013 | | | | | | 2/7/2023 | | | | | | 60,422 | | | | | | — | | | |
—
|
| |
—
|
| | | | 60,422 | | | | | | — | | | | | | 70,916 | | | | | | 70,916 | | | | | | — | | |
50-100 Precidio
|
| | | | 12/1/2003 | | | | | | 4/28/2023 | | | | | | 43,694 | | | | | | — | | | |
—
|
| |
—
|
| | | | 43,694 | | | | | | — | | | | | | 11,153 | | | | | | 11,153 | | | | | | — | | |
Parkshore
|
| | | | 12/1/2005 | | | | | | 5/24/2023 | | | | | | 36,691 | | | | | | — | | | |
—
|
| |
—
|
| | | | 36,691 | | | | | | — | | | | | | 12,764 | | | | | | 12,764 | | | | | | — | | |
Sladeview
|
| | | | 1/1/2013 | | | | | | 5/24/2023 | | | | | | 100,673 | | | | | | — | | | |
—
|
| |
—
|
| | | | 100,673 | | | | | | — | | | | | | 45,387 | | | | | | 45,387 | | | | | | — | | |
Viceroy
|
| | | | 7/1/2011 | | | | | | 7/18/2023 | | | | | | 79,798 | | | | | | — | | | |
—
|
| |
—
|
| | | | 79,798 | | | | | | — | | | | | | 27,818 | | | | | | 27,818 | | | | | | — | | |
White Oaks
|
| | | | 12/1/2013 | | | | | | 8/8/2023 | | | | | | 136,647 | | | | | | (125,000) | | | |
—
|
| |
—
|
| | | | 11,647 | | | | | | (125,000) | | | | | | 353,701 | | | | | | 228,701 | | | | | | — | | |
Mission Hill
|
| | | | 3/1/2004 | | | | | | 8/17/2023 | | | | | | 28,517 | | | | | | — | | | |
—
|
| |
—
|
| | | | 28,517 | | | | | | — | | | | | | 19,579 | | | | | | 19,579 | | | | | | — | | |
Chrysler
|
| | | | 7/1/2011 | | | | | | 8/20/2023 | | | | | | 43,273 | | | | | | — | | | |
—
|
| |
—
|
| | | | 43,273 | | | | | | — | | | | | | 12,955 | | | | | | 12,955 | | | | | | — | | |
Centrepointe Chino
|
| | | | 9/3/1997 | | | | | | 8/28/2023 | | | | | | 181,853 | | | | | | — | | | |
—
|
| |
—
|
| | | | 181,853 | | | | | | — | | | | | | 28,665 | | | | | | 28,665 | | | | | | 4,663 | | |
Centrepointe Chino II
|
| | | | 10/1/1999 | | | | | | 8/28/2023 | | | | | | 274,238 | | | | | | — | | | |
—
|
| |
—
|
| | | | 274,238 | | | | | | — | | | | | | 44,567 | | | | | | 44,567 | | | | | | 5,230 | | |
Livermore Distribution Center
|
| | | | 5/5/2014 | | | | | | 8/28/2023 | | | | | | 324,690 | | | | | | — | | | |
—
|
| |
—
|
| | | | 324,690 | | | | | | — | | | | | | 133,364 | | | | | | 133,364 | | | | | | 11,977 | | |
Valencia Commerce Center I
|
| | | | 12/23/1997 | | | | | | 8/28/2023 | | | | | | 91,090 | | | | | | — | | | |
—
|
| |
—
|
| | | | 91,090 | | | | | | — | | | | | | 22,662 | | | | | | 22,662 | | | | | | 2,883 | | |
Valencia Commerce Center II
|
| | | | 12/17/1998 | | | | | | 8/28/2023 | | | | | | 117,913 | | | | | | — | | | |
—
|
| |
—
|
| | | | 117,913 | | | | | | — | | | | | | 28,781 | | | | | | 28,781 | | | | | | 4,148 | | |
1545-1565 Cliveden Avenue
|
| | | | 12/1/1997 | | | | | | 9/29/2023 | | | | | | 31,974 | | | | | | — | | | |
—
|
| |
—
|
| | | | 31,974 | | | | | | — | | | | | | 5,534 | | | | | | 5,534 | | | | | | — | | |
FloWorks Distribution Center
|
| | | | 9/5/2018 | | | | | | 10/4/2023 | | | | | | 31,942 | | | | | | — | | | |
—
|
| |
—
|
| | | | 31,942 | | | | | | — | | | | | | 27,844 | | | | | | 27,844 | | | | | | 1,901 | | |
Technology Drive
|
| | | | 8/16/2019 | | | | | | 10/4/2023 | | | | | | 51,546 | | | | | | — | | | |
—
|
| |
—
|
| | | | 51,546 | | | | | | — | | | | | | 35,667 | | | | | | 35,667 | | | | | | 2,021 | | |
Fuse
|
| | | | 12/1/2015 | | | | | | 10/16/2023 | | | | | | 24,593 | | | | | | — | | | |
—
|
| |
—
|
| | | | 24,593 | | | | | | — | | | | | | 28,715 | | | | | | 28,715 | | | | | | — | | |
Nevada
|
| | | | 8/1/2015 | | | | | | 11/15/2023 | | | | | | 33,900 | | | | | | — | | | |
—
|
| |
—
|
| | | | 33,900 | | | | | | — | | | | | | 39,448 | | | | | | 39,448 | | | | | | — | | |
1313 Centre
|
| | | | 8/1/2013 | | | | | | 11/30/2023 | | | | | | 1,202 | | | | | | — | | | |
—
|
| |
—
|
| | | | 1,202 | | | | | | — | | | | | | 1,750 | | | | | | 1,750 | | | | | | — | | |
Victoria
|
| | | | 7/1/2015 | | | | | | 11/30/2023 | | | | | | 1,009 | | | | | | — | | | |
—
|
| |
—
|
| | | | 1,009 | | | | | | — | | | | | | 3,064 | | | | | | 3,064 | | | | | | — | | |
500 Pinebush
|
| | | | 8/1/2013 | | | | | | 12/5/2023 | | | | | | 26,534 | | | | | | — | | | |
—
|
| |
—
|
| | | | 26,534 | | | | | | — | | | | | | 10,822 | | | | | | 10,822 | | | | | | — | | |
|
|
| |
Subscription Agreement for Shares of
BGO Industrial Real Estate Income Trust, Inc. |
|
|
1.
|
| |
Your Investment
|
|
|
Investment Amount $_________________
|
| |
☐ Initial Purchase
☐ Subsequent Purchase
|
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|
Investment Method
|
| |||
|
☐ By mail
|
| | Attach a check to this agreement. Make all checks payable to: BGO INDUSTRIAL REAL ESTATE INCOME TRUST | |
|
☐ By wire
|
| |
Name: SS&C GIDS, INC. AS AGENT FOR BGO INDUSTRIAL REAL ESTATE INCOME TRUST
Bank Name: UMB BANK
ABA: 1010-0069-5 DDA: 9872657241 |
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|
☐ Broker-dealer/Financial advisor will make payment on your behalf
|
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|
2.
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| |
Ownership Type (Select only one)
|
|
| |
Taxable Account Type
BROKERAGE ACCOUNT NUMBER |
| | |
Non-Taxable Account Type
CUSTODIAN ACCOUNT NUMBER |
| |
| |
☐
Individual Or Joint Tenant With Rights Of Survivorship
☐
TRANSFER ON DEATH (Optional Designation. See Section 3C.)
☐
TENANTS IN COMMON
☐
COMMUNITY PROPERTY
☐
UNIFORM GIFT/TRANSFER TO MINORS
STATE OF
☐
TRUST (Include Certification of Investment Powers Form)
☐
COROPORATION / PARTNERSHIP / OTHER
(Corporate Resolution or Partnership Agreement Required)
|
| | |
☐
IRA
☐
ROTH IRA
☐
SEP IRA
☐
SIMPLE IRA
☐
PENSION PLAN (Include Certification of Investment Powers Form)
☐
OTHER
|
| |
| | | |||||||||
| Entity Name | | | Tax ID Number | | | Date of Trust: | | |
Exemptions
(See Form W-9 instructions at www.irs.gov)
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|
| | | |||||||||
| Entity Type (Select one. Required) | |
|
☐ Retirement Plan
|
| | ☐ Trust | | | ☐ S-Corp | | |
☐ C-Corp
|
| | ☐ LLC | | | ☐ Partnership | | |
Exempt payee code (if any)
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|
| ☐ Other | | | | | | | | |
Jurisdiction (if Non-U.S.)
(Attach a completed applicable Form W-8)
|
| |
Exemption from FATCA reporting
code (if any) |
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3.
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| |
Investor Information
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|
| | | |||||||||
| First Name | | | (MI) | | | Last Name | | | Gender | |
| | | ||||||
| Social Security Number/Tax ID | | | Date of Birth (MM/DD/YYYY) | | | Daytime Phone Number | |
| | | ||||||
| Residential Street Address | | | City | | | State Zip Code | |
| | | ||||||
| Email Address | | ||||||
| | | ||||||
| If Non-U.S. Citizen, Specify Country of Citizenship and Select One below (required) | |
| ☐ Resident Alien | | |
☐ Non-Resident Alien
(Attach a completed Form W-8BEN, Rev. Feb 2014)
|
| | Country of Citizenship | |
| ☐ BGO Employee | | | ☐ BGO Affiliate | | | ☐ IREIT Officer or Director | | | ☐ Immediate Family Member of IREIT Officer or Director | | | ☐ Not Applicable | |
| | | |||||||||
| First Name | | | (MI) | | | Last Name | | | Gender | |
| | | ||||||
| Social Security Number/Tax ID | | | Date of Birth (MM/DD/YYYY) | | | Daytime Phone Number | |
| | | ||||||
| Residential Street Address | | | City | | | State Zip Code | |
| | | ||||||
| Email Address | | | | ||||
| | | ||||||
| If Non-U.S. Citizen, Specify Country of Citizenship and Select One below (required) | |
| ☐ Resident Alien | | |
☐ Non-Resident Alien
(Attach a completed Form W-8BEN, Rev. Feb 2014)
|
| | Country of Citizenship | |
| ☐ BGO Employee | | | ☐ BGO Affiliate | | |
☐ IREIT Officer or Director
|
| |
☐ Immediate Family Member of IREIT Officer or Director
|
| | ☐ Not Applicable | |
| First Name | | | (MI) | | | Last Name | | | SSN | | |
Date of Birth
(MM/DD/YYYY) |
| |
☐ Primary
☐ Secondary %
|
|
| First Name | | | (MI) | | | Last Name | | | SSN | | |
Date of Birth
(MM/DD/YYYY) |
| |
☐ Primary
☐ Secondary %
|
|
| First Name | | | (MI) | | | Last Name | | | SSN | | |
Date of Birth
(MM/DD/YYYY) |
| |
☐ Primary
☐ Secondary %
|
|
| First Name | | | (MI) | | | Last Name | | | SSN | | |
Date of Birth
(MM/DD/YYYY) |
| |
☐ Primary
☐ Secondary %
|
|
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4.
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| |
Contact Information (If different than provided in Section 3A)
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|
| | | |||||||||
| Email Address | | | | | ||||||
| | | |||||||||
| Mailing Address | | |
City
|
| |
State
|
| |
Zip Code
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|
|
5.
|
| |
Select How You Want to Receive Your Distributions (Select only one)
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|
|
Name/Entity Name/Financial Institution
|
| | | | | Mailing Address | | | | |
| | ||||||||||
| City | | | State | | | Zip Code | | | Account Number (Required) | |
| |
| | ||||||||||
| Financial Institution Name | | | Mailing Address | | |
City
|
| | State | |
| | ||||||||||
| Your Bank’s ABA Routing Number | | | | | |
Your Bank Account Number
|
| | | |
|
PLEASE ATTACH A PRE-PRINTED VOIDED CHECK
|
|
|
6.
|
| |
Broker-Dealer/Financial Advisor Information (Required Information. All fields must be completed.)
|
|
| | ||||||||||
| Broker-Dealer | | | | | | Financial Advisor Name | | | | |
| | ||||||||||
| Advisor Mailing Address | | | | | | | | | | |
| | ||||||||||
| City | | | State | | | | | | Zip Code | |
| | ||||||||||
| Financial Advisor Number | | | Branch Number | | | | | | Telephone Number | |
| | ||||||||||
| E-mail Address | | | | | | Fax Number | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| X | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | | | | | | | | |
| | | | | Financial Advisor Signature | | | | | | | |
Date
|
| | | | | | |
Branch Manager Signature
(If required by Broker-Dealer) |
| | | | | | | Date | | | | | |
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7.
|
| |
Electronic Delivery Form (Optional)
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|
| | | | | | | | | | |
| I consent to electronic delivery | | | |
|
| | | | |
| | | | | | | | | | |
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8.
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| |
Subscriber Signatures
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| | | | |
Investor
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| | | | | | |
Co-Investor
|
| | | ||
| | | | | | | | | | | | | | | | | | |
|
8.a. Please Note: All Items in this Section Must Be Read and Initialed
I have received a copy of the Final Prospectus. |
| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
|
| | | | |
|
I/We have (i) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.
|
| | | | | | | | | | | | | | | | |
| | | | |
Initials
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| | | | | | |
Initials
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|
In addition to the general suitability requirements described above, I/we meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.”
|
| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
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| | | | |
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If I am an entity that was formed for the purpose of purchasing Shares, each individual that owns an interest in such entity meets the general suitability requirements described above.
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| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
|
| | | | |
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I acknowledge that there is no public market for the Shares and, thus, my investment in Shares is not liquid.
|
| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
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| | | | |
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I acknowledge that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.
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| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
|
| | | | |
|
I am purchasing the Shares for my own account.
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| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
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I understand that the transaction price per share at which my investment will be executed will be made available at www.bgoireit.com and in a prospectus supplement filed with the SEC, available at www.sec.gov.
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| | | | |
Initials
|
| | | | | | |
Initials
|
| | | | |
|
I understand that my subscription request will not be accepted before the later of (i) two business days before the first calendar day of the month and (ii) three business days after the transaction price is made available. I understand that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on BGO Industrial Real Estate Income Trust, Inc.’s toll-free, automated telephone line, 1-833-360-5519.
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| | | | | | | | | | | | | | | | |
| | | | |
Initials
|
| | | | | | |
Initials
|
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| 8.b. If you live in any of the following states, please read the following carefully: Alabama, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee, and Vermont | | | | | | | | | | | | | | | | | |
|
For purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and, unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
|
| | |
Investor
|
| | | | | | |
Co-Investor
|
| | | | |
| | | | | | | | | | | | | ||||||
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If I am an Alabama resident, my investment in BGO Industrial Real Estate Income Trust, Inc. and its affiliates may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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| | | | |
Initials
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Initials
|
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If I am an Idaho resident, I have either (a) a net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. In addition, my aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts (REITs) does not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
|
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| | | | |
Initials
|
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Initials
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If I am an Iowa resident, I have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, if I am not an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts (REITs) does not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
|
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| | | | |
Initials
|
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Initials
|
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|
If I am a Kansas resident, I understand that it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their total investment in this offering and other non-traded real estate investment trusts to not more than 10% of such investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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| | | | |
Initials
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Initials
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If I am a Kentucky resident, my investment in BGO Industrial Real Estate Income Trust, Inc. and its affiliated non-publicly traded real estate investment trusts may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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| | | | |
Initials
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Initials
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If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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Initials
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Initials
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If I am a Massachusetts resident, my investment in BGO Industrial Real Estate Income Trust, Inc. and in other non-traded real estate investment trusts may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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| | | | |
Initials
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Initials
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If I am a Missouri resident, my investment in BGO Industrial Real Estate Income Trust, Inc. may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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| | | | |
Initials
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Initials
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If I am a Nebraska resident, and I do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-traded real estate investment trusts may not exceed 10% of my net worth.
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| | | | |
Initials
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Initials
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Investor
|
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Co-Investor
|
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|
If I am a New Jersey resident, I have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my total investment in BGO Industrial Real Estate Income Trust, Inc., its affiliates and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.
New Jersey investors are advised that Class S and Class T shares are subject to upfront selling commissions and/or dealer manager fees, and Class S, Class T and Class D shares are subject to stockholder servicing fees. Because the purchase price for the Class S and Class T shares is the transaction price plus applicable upfront fees, the upfront fees may reduce the amount of the Class S and Class T share purchase price that is available to the Company for investment and other capital needs, the stockholder servicing fees may reduce the amount of distributions, and the fees could result in a reduction in the NAV of the Class S, Class T and Class D shares if distributions are declared in an amount less than the stockholder servicing fees.
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Initials
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Initials
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If I am a New Mexico resident, I must limit my investment in BGO Industrial Real Estate Income Trust, Inc. and other non-traded real estate investment trusts to 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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Initials
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Initials
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If I am a North Dakota resident and I do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, I have a net worth of at least 10 times my investment in BGO Industrial Real Estate Income Trust, Inc.
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Initials
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Initials
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If I am an Ohio resident, my investment in BGO Industrial Real Estate Income Trust, Inc., its affiliates and other non-traded real estate investment programs may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities.
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Initials
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Initials
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If I am an Oregon resident, my investment in BGO Industrial Real Estate Income Trust, Inc. may not exceed 10% of my net worth.
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Initials
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Initials
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If I am a Pennsylvania resident, my investment in BGO Industrial Real Estate Income Trust, Inc. may not exceed 10% of my net worth (exclusive of home, home furnishings, and automobiles).
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Initials
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Initials
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If I am a Puerto Rico resident, my investment in BGO Industrial Real Estate Income Trust, Inc., its affiliates and other non-traded real estate investment programs may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities.
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Initials
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Initials
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If I am a Tennessee resident who is not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my investment in BGO Industrial Real Estate Investment Trust, Inc. may not be more than 10% of my net worth.
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Initials
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Initials
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If I am a Vermont resident and I am not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my investment in this offering may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities.
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Initials
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Initials
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| X | | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Signature of Investor | | | | | | | | Date | | | | | | | | | | | | | |
Signature of Co-Investor or Custodian
(If applicable) |
| | | | | | | Date | | | | | |
|
9.
|
| |
ERISA Information (Required Information. All fields must be completed.)
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10.
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Miscellaneous
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| |
FACTS
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| | |
WHAT DOES BGO INDUSTRIAL REAL ESTATE INCOME TRUST, INC. DO WITH YOUR PERSONAL INFORMATION?
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Why?
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Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
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What?
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The types of personal information we collect and share depend on the product or service you have with us. This information can include:
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Social Security number and income
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Assets and investment experience
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Risk tolerance and transaction history
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How?
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All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons BGO Industrial Real Estate Income Trust, Inc. chooses to share; and whether you can limit this sharing.
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Reasons we can share your personal information
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Does BGO Industrial
Real Estate Income Trust, Inc. share? |
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Can you limit this sharing?
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For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
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Yes
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No
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For our marketing purposes—
to offer our products and services to you |
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Yes
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No
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For joint marketing with other financial companies
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Yes
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No
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For our affiliates’ everyday business purposes—
information about your transactions and experiences |
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Yes
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No
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For our affiliates’ everyday business purposes—
information about your creditworthiness |
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Yes
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Yes
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For our affiliates to market to you
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Yes
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Yes
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For nonaffiliates to market to you
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No
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We don’t share
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To limit our sharing
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Email a copy of the Mail-in Form below identifying any/all you want to limit at IREIT_Compliance@bgo.com, and/or mail to the address indicated below.
Please note:
If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice.
However, you can contact us at any time to limit our sharing.
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Questions?
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| | | Email us at IREIT_Compliance@bgo.com. | | |
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Mail-in Form
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Mark any/all you want to limit:
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Do not share information about my creditworthiness with your affiliates for their everyday business purposes.
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Do not allow your affiliates to use my personal information to market to me.
Name
Address
City, State
Zip code
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Mail to:
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Attention: Secretary
BGO Industrial Real Estate Income Trust, Inc. 399 Park Avenue, 18th Floor New York, NY 10022 |
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| | Who we are | | | | | | |
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Who is providing this notice?
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| | | BGO Industrial Real Estate Income Trust, Inc. | | |
| | What we do | | | | | | |
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How does BGO Industrial Real Estate Income Trust, Inc. protect my personal information?
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| | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. | | |
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How does BGO Industrial Real Estate Income Trust, Inc. collect my personal information?
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We collect your personal information, for example, when you
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open an account or give us your income information
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provide employment information or give us your contact information
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tell us about your investment or retirement portfolio
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
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Why can’t I limit all sharing?
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Federal law gives you the right to limit only
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sharing for affiliates’ everyday business purposes—information about your creditworthiness
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affiliates from using your information to market to you
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sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
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| | What happens when I limit sharing for an account I hold jointly with someone else? | | | |
Your choices will apply to everyone on your account—unless you tell us otherwise.
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| | Definitions | | | | | | |
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Affiliates
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Companies related by common ownership or control. They can be financial and nonfinancial companies.
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Our affiliates include companies with a “BentallGreenOak” or “BGO” name.
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Nonaffiliates
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Companies not related by common ownership or control. They can be financial and nonfinancial companies.
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BGO Industrial Real Estate Income Trust, Inc. does not share with nonaffiliates so they can market to you.
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Joint marketing
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A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
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Our joint marketing partners may include financial services companies.
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