As filed with the Securities and Exchange Commission on July 15, 2021
Registration No. 333-223022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 12
TO
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Oaktree Real Estate Income Trust, Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
(213) 830-6300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Oaktree Fund Advisors, LLC
Todd Molz 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 (213) 830-6300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Benjamin C. Wells Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017
(212) 455-3577
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-223022
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 12 to the Registration Statement on Form S-11 (No. 333-223022) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II
INFORMATION NOTE REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
2. | Exhibits. |
The following exhibits are filed as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 15th day of July, 2021.
Oaktree Real Estate Income Trust, Inc. | ||
By: | /s/ John Brady | |
Name: | John Brady | |
Title: | Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities on the 15th day of July, 2021.
Signature | Title | |
/s/ John Brady John Brady | John Brady Chairman of the Board and Chief Executive Officer (principal executive officer) | |
/s/ Brian Grefsrud Brian Grefsrud | Brian Grefsrud Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | |
* Derek Smith | Derek Smith Director | |
* Manish Desai | Manish Desai Director | |
* Howard Heitner | Howard Heitner Independent Director | |
* James Martin | James Martin Independent Director | |
* Robert Cavanaugh | Robert Cavanaugh Independent Director | |
* Catherine Long | Catherine Long Independent Director |
*By: | /s/ John Brady | |
John Brady, Attorney-in-Fact |