Reimbursements” and “Management Compensation” beginning on pages 13, 154 and 162, respectively, of the Prospectus is hereby updated to remove the description of the fixed component of the advisory fee to be paid in connection with a disposition.
●The Operating Partnership agreement
1.The following supersedes and replaces the section titled “The Operating Partnership Agreement—Classes of OP Units” beginning on page 172 of the Prospectus:
Our Operating Partnership has multiple classes of OP Units: Class T OP Units (which are further separated into Series 1, Series 2 and Series 3), Class W OP Units, Class I OP Units and Class D OP Units (which are further separated into Series 1 and Series 2). The Series 1 and Series 3 Class T OP Units, the Class W OP Units and the Class I OP Units correspond to our three classes of common stock. We may issue new classes of OP Units with unique terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption. Thus, our board of directors could authorize the issuance of new classes of OP Units with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.
2.The following supersedes and replaces the first paragraph of the section titled “The Operating Partnership Agreement—Capital Contributions” beginning on page 172 of the Prospectus:
As we accept subscriptions for shares of our common stock, we will transfer substantially all of the net offering proceeds to the Operating Partnership in exchange for OP Units of the same class as the applicable shares with respect to which offering proceeds have been received. Such OP Units will have economic terms that vary based upon the class of shares issued. However, we will be deemed to have made capital contributions in the amount of the gross offering proceeds received from investors, and the Operating Partnership will be deemed to have simultaneously paid the fees, commissions and other costs associated with the offering. As of the date of this prospectus, there are no third-party holders, but in the future we may cause the Operating Partnership to issue Class T, Class W, Class I or Class D OP Units to third parties other than us and our affiliates.
●Description of Capital Stock
The following supersedes and replaces the section titled “Description of Capital Stock— Liquidity Events” beginning on page 215 of the Prospectus:
The purchase of shares of our common stock is intended to be a long term investment and we do not anticipate that a secondary trading market will develop. Therefore, it will be very difficult for you to sell your shares of common stock promptly or at all, and any such sales may be made at a loss. On a limited basis, you may be able to have your shares redeemed through our share redemption program. Although we presently intend to operate on a perpetual basis, in the future we may also consider various Liquidity Events and, given that our investment strategy is focused on a single asset class, it is possible that an opportunity to execute a Liquidity Event could arise. While we may consider one or more Liquidity Events at any time in the future, we currently do not have a fixed time frame in which we intend to undertake such consideration and we are not obligated be our charter or otherwise to effect a liquidity event at any time. There can be no assurance that we will ever pursue a Liquidity Event. We believe that our structure as a non-exchange traded REIT with no targeted liquidity window will allow us to acquire and manage our investment portfolio in a more active and flexible manner. We expect the structure to be beneficial to your investment, as we will not be limited by a pre-determined operational period and the need to provide a Liquidity Event at the end of that period. For purposes hereof, "Liquidity Event" includes, but is not limited to: (i) a listing of our common stock on a national securities exchange; (ii) our sale, merger or other transaction in which our stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; and (iii) the sale of all or substantially all of our assets where our stockholders either receive, or have the option to receive, cash or other consideration.
●Plan of distribution
The following supersedes and replaces the last paragraph on page 253 of the Prospectus in the section titled “Plan of Distribution—The Offering:”
This offering commenced on August 4, 2021. Pursuant to this prospectus, we are offering to the public all of the shares that we have registered. We presently intend to operate on a perpetual basis. Therefore, our share redemption program will likely be the only way for our stockholders to dispose of their shares. However, in the future we may also consider various liquidity events and, given that our investment strategy is focused on a single asset class, it is possible that an opportunity to execute a liquidity event could arise.