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Once we have invested the net proceeds of this offering,
we intend that substantially all of our investments will
be income-producing real property or mortgage loans. At
this time, we are unable to estimate how much of our portfolio
will be invested in real property and how much will be
invested in mortgage loans. We expect that the vast majority
of our investments will be structured as net leases, but
if a net lease would have an adverse impact on a potential
tenant, or would otherwise be inappropriate for us, we
may structure our investment as a mortgage loan. We anticipate
that acquired property will be either improved or, if under
development, near completion. Investments will not be restricted
as to geographical areas, but we expect that all of our
investments in real estate will be made within the United
States. Prospective investors will not be afforded the
opportunity to evaluate the economic merits of our investments
or the terms of any dispositions of properties. Our success
will depend on the performance of our Adviser and if our
Adviser makes inadvisable investment or management decisions,
our operations could be materially adversely impacted."
We anticipate that we will make substantially all of
our investments through our Operating Partnership. Our
Operating Partnership may acquire interests in real property
or mortgage loans in exchange for the issuance of limited
partnership units, for cash or through a combination of
both. Units issued by our Operating Partnership will be
redeemable for cash or, at our election, shares of our
common stock on a one-for-one basis at any time after the
first anniversary of the completion of this offering. However,
we may in the future also conduct some of our business
and hold some of our interests in real properties or mortgage
loans through one or more wholly owned subsidiaries, each
classified as a "qualified REIT subsidiary."
Property Acquisitions and Net Leasing
We anticipate that a majority of the properties we purchase will be acquired
from companies that will simultaneously lease the properties back from
us. These sale-leaseback transactions will provide the tenants with an alternative
to other financing sources such as corporate borrowing, mortgaging real
property,
or selling securities. We anticipate that some of our sale-leaseback
transactions will be in conjunction with acquisitions, recapitalizations or
other corporate
transactions affecting our tenants. We may act as one of several sources
of financing for these transactions by purchasing one or more properties from
the tenant and by net leasing it to the tenant or its successor in interest.
Highly leveraged tenants or borrowers may be unable to pay rent or make mortgage
payments, which could adversely affect our cash available to make distributions
to our stockholders."
In some circumstances, we may grant a tenant an option to purchase the property
that the tenant leases from us. In these cases, we would generally seek to fix
the option purchase price at the greater of our purchase price for the property
and the fair market value of the property at the time the option is exercised.
We intend to own primarily single-tenant commercial and
industrial real property, either existing or under construction.
Generally, we will lease properties to tenants that our
Adviser deems creditworthy under leases that will be full
recourse obligations of our tenants or their affiliates.
In most cases, the leases will be "triple net leases" that
require the tenant to pay all the operating costs, costs
of maintenance, insurance and real estate taxes on the
property. We will seek to obtain lease terms of approximately
15 years, with rent increases built into the leases. All
of our leases will be approved by our Adviser's investment
committee. Our board of directors
has adopted a policy that we will not make an investment
in any individual property with a cost in excess of 20%
of our total assets at the time of investment. However,
our board of directors may amend or waive this policy at
any time or from time to time.
Investments in mortgage loans
Although we expect such investments to be made sparingly, we may elect
to structure our investment in a particular property as a mortgage loan secured
by the property in situations where a standard net lease transaction would
have an adverse impact on the seller of a property or would otherwise be inappropriate
for us. We anticipate that most of our lending transactions will be loans secured
by industrial or commercial property. Our Adviser will attempt to structure
mortgage loans in a manner that would provide us with an economic return similar
to that which we could expect to receive had the investment been structured
as a net lease transaction. All of our mortgage loans will be approved by our
Adviser's investment committee and by our board of directors.
To the extent that we invest in mortgage loans, we will generally originate
those loans. However, we may also purchase mortgage loans from other lenders
if consistent with our investment objectives. Our Adviser will service the
mortgage loans in our portfolio by collecting monthly principal and interest
payments on our behalf. From time to time, we may sell mortgage loans that
we hold to third parties; however, we do not intend to engage in warehousing
of mortgage loans.
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