Key offering terms

Key terms and definitions(1)

Key Terms Description

Investment Strategy

IREIT by BGO is an institutional quality,(2) pure-play industrial real estate investment trust (“REIT”) that intends to invest primarily in stabilized, income-oriented industrial warehouse and logistics properties primarily located in the United States

Structure

Non-listed, perpetual-life real estate investment trust (REIT)

Investment Guidelines

Targeting at least 80% in real estate investments and up to 20% in real estate-related assets, including real estate debt investments, real estate-related securities, cash and/or cash equivalents

Adviser

BentallGreenOak (U.S.) Limited Partnership

Maximum Offering

$5 billion

Offering Price(3)

Generally equal to our prior month’s NAV per share for such class as of the last calendar day of such month, plus applicable selling commissions and dealer manager fees

Subscriptions / NAV Frequency
  • Monthly purchases as of the first calendar day of each month; subscription requests must be received at least five business days prior to the first calendar day of the month
  • NAV per share, which will generally be equal to our transaction price, will generally be available within 15 calendar days of month end
  • Transaction price will be available on www.bgoireit.com and in prospectus supplements filed with the SEC. If the transaction price is not made available on or before the 8th business day before the first calendar day of the month, or a previously disclosed transaction price for that month is changed, then we will provide notice of such transaction to subscribing investors

Distributions

Monthly(4)

Minimum Initial Investment(5)

$2,500 (Class D, S, T) or $1 million (Class I)

Suitability Standards(5)

Either (1) a net worth of at least $250,000 or (2) a gross annual income of at least $70,000 and a net worth of at least $70,000. Certain states have additional suitability standards. See the prospectus for more information

Share Repurchase Plan(6)

Monthly repurchases will be made at the transaction price, which is generally equal to our prior month’s NAV

Shares not held for at least one year will be repurchased at 95% of that month’s transaction price

Total repurchases are limited to 2% of aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and 5% of aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months) (in each case, including repurchases at certain non-U.S. investor access funds primarily created to hold shares of IREIT by BGO)

Repurchase requests must be received in good order by the second to last business day of the applicable month

We are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in our discretion

The share repurchase plan is subject to other limitations and our board may make exceptions to, modify or suspend the plan

Tax Reporting

Form 1099-DIV

Class-Specific Fees

Fees Class S Class T Class D Class I

Availability

Through brokerage and transaction-based accounts

Through brokerage and transaction-based accounts

Through fee-based (wrap) programs, registered investment advisors, and other institutional and fiduciary accounts

Through fee-based (wrap) programs, registered investment advisors, and other institutional and fiduciary accounts

Selling Commissions (UPFRONT)(5)(7)

Up to 3.5% of transaction price

Up to 3.0% of transaction price

Up to 1.5% of transaction price

None

Dealer Manager Fee (UPFRONT)(5)(7)

None

Up to 0.50% of transaction price

None

None

Stockholder Servicing Fees (per annum, payable monthly) (ONGOING)(5)(7)

0.85% of NAV per share

0.65% of NAV per share - financial advisor

0.20% of NAV per share - dealer

0.25% of NAV per share

None


Management and Performance Fees

Fees Description

Management Fee

1.25% of NAV, per annum, payable monthly

Performance Participation Allocation

12.5% of the annual Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up

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Disclaimers/References/Legal

(1) Terms summarized herein are for informational purposes and qualified in their entirety by the more detailed information set forth in IREIT by BGO’s prospectus. You should read the prospectus carefully prior to making an investment.

(2) “Institutional-quality” refers to IREIT by BGO’s real estate portfolio and not the terms of the offering. Individual investors should be aware that institutional investors generally have different criteria when making investment decisions.

(3) We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed offering price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. For further information, please refer to the “Net Asset Value Calculation and Valuation Guidelines” in IREIT by BGO's prospectus, which describe our valuation process and the independent third parties who assist us.

(4) We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of or repayments under our assets, borrowings, return of capital or offering proceeds and advances or the deferral of fees and expense reimbursements, and we have no limits on the amounts we may pay from such sources.

(5) Select broker-dealers may have different standards to determine the appropriateness of this investment for each investor, may not offer all share classes, and/or may offer certain IREIT by BGO shares at a higher minimum initial investment than $2,500.

(6) There are limitations under the terms of IREIT by BGO’s share repurchase plan on the number of repurchases we may make in a given month or quarter, and we may choose to repurchase only some, or even none, of the shares submitted for repurchase.

(7) With respect to Class T shares, the amounts of upfront selling commissions and dealer manager fees may vary at select broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. The financial advisor and dealer stockholder servicing fee for Class T shares may also vary at select broker-dealers, provided that the sum of such fees will always equal 0.85% per annum of the aggregate NAV of such shares. Broker-dealers may also charge additional fees for certain accounts, such as wrap accounts.

 

Additional Key Terms Definitions

Please note:

  • Performance participation allocation: 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 accrue monthly. The performance participation interest is not paid on the Class E units, and as a result, it is a class-specific expense.
  • “Total Return” for any period since the end of the prior calendar year shall 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 such 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.
    • Specifically, the Special Limited Partner will be allocated a performance participation in an amount equal to:
      • 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 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.
  • “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.
  • “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 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.”

This sales and advertising literature is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. This literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with any offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of our common stock, determined if the prospectus is truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense.

Past performance does not guarantee future results. Financial data is estimated and unaudited. The words “we,” “us,” and “our” refer to IREIT by BGO, together with its consolidated subsidiaries, including BGO REIT Operating Partnership LP, unless the context requires otherwise.

Opinions expressed reflect the current opinions of IREIT by BGO as of the date appearing in the materials only and are based on IREIT by BGO’s opinions of the current market environment, which is subject to change. Stockholders, financial professionals and prospective investors should not rely solely upon the information presented when making an investment decision and should review the most recent prospectus, as supplemented, available at www.bgoireit.com. Certain information contained in the materials discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice.

An investment in shares of common stock of BGO Industrial Real Estate Income Trust, Inc. (“IREIT”) involves a high degree of risk. These securities should only be purchased if you can afford to lose your complete investment. Please read the prospectus for a description of the material risks associated with an investment in IREIT by BGO. These risks include, but are not limited to, the following:

  • We have no operating history and there is no assurance that we will be able to successfully achieve our investment objectives.
  • This is a “blind pool” offering. Other than the Seed Joint Venture (as defined in the prospectus), you will not have the opportunity to evaluate our future investments before we make them.
  • Since there is no public trading market for shares of our common stock, repurchase of shares by us will likely be the only way to dispose of your shares.
  • Our share repurchase plan will provide stockholders with the opportunity to request that we repurchase their shares on a monthly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any month. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our board of directors may make exceptions to, modify or suspend for any period of time or indefinitely our share repurchase plan if in its reasonable judgment it deems such action to be in our best interest and the best interest of our stockholders, such as when repurchase requests would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us that would outweigh the benefit of repurchasing our shares. Upon suspension of our share repurchase plan, our share repurchase plan requires our board of directors to consider at least quarterly whether the continued suspension of the plan is in the best interest of the Company and its stockholders; however, we are not required to authorize the recommencement of the share repurchase plan within any specified period of time. Our board of directors cannot terminate our share repurchase plan absent a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.
  • We are a perpetual-life REIT. While we may consider a liquidity event at any time in the future, we are not obligated by our charter or otherwise to effect a liquidity event at any time.
  • We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of or repayments under our assets, borrowings, return of capital and offering proceeds, and we have no limits on the amounts we may pay from such sources.
  • The purchase price and repurchase price for shares of our common stock will generally be based on our prior month’s NAV (subject to material changes as described above) and are not based on any public trading market. While there will be independent annual appraisals of our properties, the appraisal of properties is inherently subjective, and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day.
  • We have no employees and are dependent on the Adviser to conduct our operations. The Adviser will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and Other BGO Accounts (as defined in the prospectus), the allocation of time of its investment professionals and the substantial fees that we will pay to the Adviser.
    This is a “best efforts” offering. If we are not able to raise a substantial amount of capital in the near term, our ability to achieve our investment objectives could be adversely affected.
  • On acquiring shares, you will experience immediate dilution in the net tangible book value of your investment.
    There are limits on the ownership and transferability of our shares. See “Description of Capital Stock—Restrictions on Ownership and Transfer” in the prospectus.
  • If we fail to qualify to be taxed as a REIT for U.S. federal income tax purposes and no relief provisions apply, our NAV and cash available for distribution to our stockholders could materially decrease.
  • We do not own the BGO name, but we are permitted to use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of BentallGreenOak. Use of the name by other parties or the termination of our trademark license agreement may harm our business.

This sales and advertising literature contains forward-looking statements about IREIT by BGO’s business, including, in particular, statements about its plans, strategies and objectives. You can generally identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words or the negatives thereof. These statements include IREIT by BGO’s plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond IREIT by BGO’s control. Although IREIT by BGO believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and IREIT by BGO’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by IREIT by BGO or any other person that its objectives and plans, which IREIT by BGO considers to be reasonable, will be achieved.

You should carefully review the “Risk Factors” section of the prospectus for a discussion of the risks and uncertainties that IREIT by BGO believes are material to its business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, IREIT by BGO does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Prospectus

BentallGreenOak Real Estate US LLC, Dealer Manager / Member FINRA

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