Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252212
ARES REAL ESTATE INCOME TRUST INC.
SUPPLEMENT NO. 3 DATED JULY 15, 2022
TO THE PROSPECTUS DATED MAY 3, 2022
This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Ares Real Estate Income Trust Inc., dated May 3, 2022 as supplemented by Supplement No. 1 dated May 13, 2022, Supplement No. 2 dated June 15, 2022 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purpose of this Supplement is to disclose:
| ● | the transaction price for each class of our common stock as of August 1, 2022; |
| ● | the calculation of our June 30, 2022 net asset value (“NAV”) per share, as determined in accordance with our valuation procedures, for each of our share classes; |
| ● | the status of this offering; |
| ● | an update on our assets and performance; |
| ● | an update to our duties of directors; |
| ● | an update to our principal executive office address and website address; and |
| ● | updated experts information. |
● AUGUST 1, 2022 TRANSACTION PRICE
The transaction price for each share class of our common stock for subscriptions accepted (and distribution reinvestment plan issuances) as of August 1, 2022 (and redemptions as of July 31, 2022) is as follows:
| | | |
Share Class |
| Transaction Price (per share) | |
Class T | | $ | 8.8603 |
Class S | |
| 8.8603 |
Class D | |
| 8.8603 |
Class I | |
| 8.8603 |
Class E | |
| 8.8603 |
The transaction price for each of our share classes is equal to such class’s NAV per share as of June 30, 2022. A calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.
● JUNE 30, 2022 NAV PER SHARE
Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at areswmresources.com/investment-solutions/AREIT and is also available on our toll-free, automated telephone line at (888) 310-9352. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to providing monthly real property appraisals, reviewing annual third-party real property appraisals, reviewing the internal valuations of debt-related assets and liabilities performed by Ares Commercial Real Estate Management LLC (our “Advisor”), helping us administer the valuation and review process for the real properties in our portfolio, and assisting in the development and review of our valuation procedures.
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As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”), which may be or were held directly or indirectly by the Advisor, our former sponsor Black Creek Diversified Property Advisors Group LLC, members or affiliates of the former sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.
The following table sets forth the components of Aggregate Fund NAV as of June 30, 2022 and May 31, 2022:
| | | | | | |
| | As of | ||||
(in thousands) |
| June 30, 2022 |
| May 31, 2022 | ||
Investments in office properties | | $ | 601,450 | | $ | 605,100 |
Investments in retail properties | |
| 755,850 | |
| 835,900 |
Investments in residential properties | |
| 1,678,350 | |
| 1,677,600 |
Investments in industrial properties | |
| 1,572,750 | |
| 1,389,650 |
Total investment in real estate properties | | | 4,608,400 | | | 4,508,250 |
Investment in unconsolidated joint venture partnerships | | | 117,100 | | | 103,436 |
Debt-related investments | | | 108,782 | | | 108,219 |
DST Program Loans | | | 85,344 | | | 83,352 |
Total investments | | | 4,919,626 | | | 4,803,257 |
Cash and cash equivalents | |
| 19,529 | |
| 31,318 |
Restricted cash | |
| 4,909 | |
| 4,475 |
Other assets | |
| 51,724 | |
| 51,250 |
Line of credit, term loans and mortgage notes | |
| (1,780,321) | |
| (1,771,483) |
Financing obligations associated with our DST Program | |
| (1,088,407) | |
| (1,033,780) |
Other liabilities | |
| (77,874) | |
| (64,095) |
Accrued performance participation allocation | |
| (18,379) | |
| (17,912) |
Accrued advisory fees | | | (2,819) | | | (2,744) |
Noncontrolling interests in consolidated joint venture partnerships | |
| (1,255) | |
| (1,255) |
Aggregate Fund NAV | | $ | 2,026,733 | | $ | 1,999,031 |
Total Fund Interests outstanding | |
| 228,744 | |
| 225,055 |
The following table sets forth the NAV per Fund Interest as of June 30, 2022 and May 31, 2022:
| | | | | | | | | | | | | | | | | | | | | |
| | | |
| Class T |
| Class S |
| Class D |
| Class I |
| Class E |
| | | |||||
(in thousands, except per Fund Interest data) | | Total | | Shares | | Shares | | Shares | | Shares | | Shares | | OP Units | |||||||
As of June 30, 2022 | | | | | | | | | | | | | | | | | | | | | |
Monthly NAV | | $ | 2,026,733 | | $ | 192,016 | | $ | 409,016 | | $ | 70,412 | | $ | 573,626 | | $ | 483,581 | | $ | 298,082 |
Fund Interests outstanding | |
| 228,744 | | | 21,672 | | | 46,163 | | | 7,947 | | | 64,741 | | | 54,578 | | | 33,643 |
NAV Per Fund Interest | | $ | 8.8603 | | $ | 8.8603 | | $ | 8.8603 | | $ | 8.8603 | | $ | 8.8603 | | $ | 8.8603 | | $ | 8.8603 |
As of May 31, 2022 | |
| | |
| | |
|
| |
| | |
|
| |
| | |
| |
Monthly NAV | | $ | 1,999,031 | | $ | 187,416 | | $ | 391,113 | | $ | 70,798 | | $ | 563,439 | | $ | 486,689 | | $ | 299,576 |
Fund Interests outstanding | |
| 225,055 | |
| 21,100 | |
| 44,032 | |
| 7,971 | |
| 63,433 | |
| 54,792 | |
| 33,727 |
NAV Per Fund Interest | | $ | 8.8824 | | $ | 8.8824 | | $ | 8.8824 | | $ | 8.8824 | | $ | 8.8824 | | $ | 8.8824 | | $ | 8.8824 |
Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe the Dealer Manager under the terms of our dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our Fund Interests. As of June 30, 2022, we estimated approximately $46.0 million of ongoing distribution fees were potentially payable to the Dealer Manager. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.
We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to modify or suspend our share redemption program at any time. Our NAV generally does not consider exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.
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Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.
The valuations of our real properties as of June 30, 2022, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.
| | | | | | | | | | | |
|
| Office |
| Retail |
| Residential |
| Industrial |
| Weighted-Average |
|
Exit capitalization rate |
| 6.06 | % | 6.24 | % | 4.64 | % | 4.81 | % | 5.16 | % |
Discount rate / internal rate of return |
| 6.60 | % | 6.85 | % | 5.93 | % | 5.82 | % | 6.14 | % |
Average holding period (years) |
| 9.6 | | 10.0 | | 10.0 | | 10.1 | | 10.0 | |
A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties:
| | | | | | | | | | | | | |
Input |
| Hypothetical |
| Office |
| Retail |
| Residential |
| Industrial |
| Weighted-Average |
|
Exit capitalization rate (weighted-average) |
| 0.25% decrease |
| 3.04 | % | 2.51 | % | 3.82 | % | 3.93 | % | 3.52 | % |
|
| 0.25% increase |
| (2.79) | % | (2.31) | % | (3.43) | % | (3.54) | % | (3.19) | % |
Discount rate (weighted-average) |
| 0.25% decrease | | 2.05 | % | 1.90 | % | 2.03 | % | 2.11 | % | 2.04 | % |
|
| 0.25% increase | | (2.00) | % | (1.86) | % | (1.98) | % | (2.06) | % | (1.99) | % |
From September 30, 2017 through November 30, 2019, we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation for December 31, 2019, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein), including those subject to interest rate hedges, were valued at par (i.e. at their respective outstanding balances). In addition, because we utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes. Notwithstanding, if we acquire an investment and assume associated in-place debt from the seller that is above or below market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt based on market value as of the closing date. The associated premium or discount on such debt as of closing that is reflected in our liabilities will then be amortized through loan maturity. Per our valuation policy, the corresponding investment is valued on an unlevered basis for purposes of determining NAV. Accordingly, all else equal, we would not recognize an immediate gain or loss to our NAV upon acquisition of an investment whereby we assume associated pre-existing debt that is above or below market. As of June 30, 2022, we classified all of our debt as intended to be held to maturity, and our liabilities included mark-to-market adjustments for pre-existing debt that we assumed upon acquisition.
● STATUS OF THIS OFFERING
As of July 1, 2022, we had raised gross proceeds of approximately $76.5 million from the sale of approximately 8.5 million shares in this offering, including proceeds from our distribution reinvestment plan of approximately $3.9 million. As of July 1, 2022, approximately $9.92 billion in shares remained available for sale pursuant to this offering, including approximately $1.50 billion in shares available for sale through our distribution reinvestment plan.
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● UPDATE ON OUR ASSETS AND PERFORMANCE
As of June 30, 2022, our consolidated investments include 90 real estate properties totaling approximately 18.5 million square feet located in 33 markets throughout the U.S., which were 95.6% leased.
As of June 30, 2022,our leverage ratio was 36.2% (calculated as outstanding principal balance of our borrowings less cash and cash equivalents, divided by the fair value of our real property, net investment in unconsolidated joint venture partnerships and debt-related investments not associated with the DST Program, as determined in accordance with our valuation procedures).
The following table sets forth the top ten geographic allocations of our real estate portfolio based on fair value as of June 30, 2022:
| | | | | | | | |
($ in thousands) | | Number of Properties | | Fair Value of Real Properties | | % of Fair Value | | |
Central Florida | | 9 | | $ | 694,250 | | 15.1 | % |
Dallas, TX | | 5 | | | 399,050 | | 8.7 | |
South Florida | | 5 | | | 392,300 | | 8.5 | |
D.C. / Baltimore | | 5 | | | 330,050 | | 7.2 | |
Metro New York | | 3 | | | 320,750 | | 7.0 | |
Atlanta, GA | | 3 | | | 285,200 | | 6.2 | |
Greater Boston | | 11 | | | 285,000 | | 6.2 | |
Pennsylvania | | 5 | | | 239,800 | | 5.2 | |
San Antonio, TX | | 5 | | | 214,150 | | 4.6 | |
Bay Area, CA | | 3 | | | 185,350 | | 4.0 | |
Other | | 36 | | | 1,262,500 | | 27.3 | |
Total real properties | | 90 | | $ | 4,608,400 | | 100.0 | % |
The following table sets forth the total shareholder returns for the periods ended June 30, 2022:
| | | | | | | | | |
| | Trailing One-Month (1) | | | One-Year (Trailing 12-Months)(1) | | | Since NAV Inception | |
Class T Share Total Return (with upfront selling commissions and dealer manager fees) (3) | | (3.35) | % | | 16.00 | % | | 7.27 | % |
Class T Share Total Return (without upfront selling commissions and dealer manager fees) (3) | | 0.03 | | | 20.06 | | | 7.41 | |
Class S Share Total Return (with upfront selling commissions and dealer manager fees) (3) | | (3.35) | | | 16.00 | | | 7.27 | |
Class S Share Total Return (without upfront selling commissions and dealer manager fees) (3) | | 0.03 | | | 20.06 | | | 7.41 | |
Class D Share Total Return (3) | | 0.08 | | | 20.78 | | | 7.73 | |
Class I Share Total Return (3) | | 0.10 | | | 21.08 | | | 8.13 | |
Class E Share Total Return (3) | | 0.10 | | | 21.08 | | | 8.18 | |
| (1) | Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and is a compound rate of return that assumes reinvestment of all distributions for the respective time period, and excludes upfront selling commissions and dealer manager fees paid by investors, except for returns noted “with upfront selling commissions and dealer manager fees” (“Total Return”). Past performance is not a guarantee of future results. Current performance may be higher or lower than the performance data quoted. |
| (2) | NAV inception was September 30, 2012, which is when we first sold shares of our common stock after converting to an NAV-based REIT on July 12, 2012. Investors in our fixed price offerings prior to NAV inception on September 30, 2012 are likely to have a lower return. |
| (3) | The Total Returns presented are based on actual NAVs at which shareholders transacted, calculated pursuant to our valuation procedures. From NAV inception to November 30, 2019, these NAVs reflected mark-to-market adjustments on our borrowing-related interest rate hedge positions; and from September 1, 2017 to November 30, 2019, these NAVs also reflected mark-to-market adjustments on our borrowing-related debt instruments. Prior to September 1, 2017, our valuation policies dictated marking borrowing-related debt instruments to par except in certain circumstances; therefore, we did not formally track mark-to-market adjustments on our borrowing-related debt instruments during such time. |
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● UPDATE TO OUR DUTIES OF DIRECTORS
The third and fourth bullets of the “Management—Duties of Directors” section of the Prospectus are hereby deleted and replaced in their entirety with the following:
●It approves all investments and dispositions, except that the board of directors has delegated (i) to the AREIT Advisors Committee the authority to generally approve all investments, including portfolio investments, of up to $100,000,000, provided they are consistent with specified investment guidelines, (ii) to the AREIT Advisors Committee the authority to generally approve all dispositions, including portfolio dispositions, for a sales price of up to $100,000,000, provided they are consistent with specified investment guidelines.
●It approves and oversees our debt financing strategies, except that the board of directors has authorized (i) Lainie Minnick, our Chief Financial Officer, to review and approve any proposed new borrowing or refinancing (secured or unsecured) for an amount of up to $50,000,000, (ii) the AREIT Advisors Committee to review and approve any proposed new borrowing or refinancing (secured or unsecured) for an amount of up to $200,000,000.
● NEW Principal executive office Address AND WEBSITE ADDRESS
On June 27, 2022, we, along with Ares Wealth Management Solutions, LLC, moved into our new principal executive office. Accordingly, all references to “518 Seventeenth Street, 17th Floor, Denver, Colorado 80202” throughout the Prospectus are hereby replaced with “One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, Colorado 80202.”
In addition, all references to our website address throughout the Prospectus are hereby replaced with “areswmresources.com/investment-solutions/AREIT.”
● EXPERTS
The statements included in this Supplement under the section titled “June 30, 2022 NAV Per Share,” relating to the role of Altus Group U.S. Inc. have been reviewed by Altus Group U.S. Inc., an independent valuation advisor, and are included in this Supplement given the authority of such advisor as experts in real estate valuations.
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