Industrial Income Trust Summary Risk Factors
An investment in Industrial Income Trust, Inc. is subject to significant risks. We summarize some of the more important risks below. A more detailed description of the risks associated with this offering is found in the section of the prospectus entitled “Risk Factors.” Investors should read and understand all of the risk factors before making a decision to invest in shares of our common stock.
An investment in shares of our common stock involves significant risks, including among others:
- We have no prior operating history and there is no assurance that we will be able to achieve our investment objectives;
- Since there is no public trading market for shares of our common stock and there are limits on the ownership, transferability and redemption of shares of our common stock, which will significantly limit the liquidity of your investment, you must be prepared to hold your shares for an indefinite length of time;
- This is a “blind pool” offering and you will not have the opportunity to evaluate our investments prior to purchasing shares of our common stock;
- This is a “best efforts” offering and if we are unable to raise substantial funds then we will be more limited in our investments;
- We are subject to various risks related to owning real estate, including changes in economic, demographic and real estate market conditions, as well as the current severe dislocations in the U.S. and global capital and real estate markets;
- The Adviser and other affiliates face conflicts of interest as a result of compensation arrangements, time constraints, competition for investments and for tenants, and the fact that we do not have arm’s length agreements with our Adviser, Property Manager or any other affiliates of our Sponsor, all of which could result in actions that are not in your best interests;
- If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders;
- Some or all of our distributions may be paid from sources such as sales of assets or cash flows from financing activities, which include borrowings (including borrowings secured by our assets), cash resulting from a waiver or deferral of fees and proceeds of this offering (provided that proceeds from this offering may be used only for a period of up to one year after we meet the minimum offering requirements). If we pay distributions from sources other than our earnings or cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced;
- Our use of leverage increases the risk of loss on our investments;
- Continued and prolonged disruptions in the U.S. and global credit markets could adversely affect our ability to finance or refinance investments and the ability of our tenants to meet their obligations, which could affect our ability to meet our financial objectives and make distributions;
- Our charter does not require us to have a finite date for a Liquidity Event and does not assure that a Liquidity Event will occur. If we do not effect a Liquidity Event, it will be very difficult for you to have liquidity with respect to your investment in shares of our common stock; and
- We will not be a registered investment company, and we will not be subject to the provisions of the Investment Company Act of 1940. If we become subject to the Investment Company Act, it could significantly impair the operation of our business.
Past performance is not a guarantee of future results.
Investing in shares of our common stock involves a high degree of risk.
Investing in real estate assets entails certain risks, including changes in: the economy, supply and demand, laws, tenant turnover, interest rates (including periods of high interest rates), availability of mortgage funds, operating expenses and cost of insurance. This investment will offer limited liquidity options to investors.
Further, investing in Industrial Income Trust’s common stock involves additional and substantial risks specific to Industrial Income Trust, including, among others, that (i) Industrial Income Trust has no operating history or assets and there is no assurance that it will be able to successfully achieve its investment objectives; (ii) no investments have been identified; (iii) Industrial Income Trust may pay distributions from sources other than cash flow from operations, such as asset sales, borrowings, cash resulting from a waiver or deferral of fees, and offering proceeds, which will reduce the funds available for acquisitions and may reduce overall returns; (iv) Industrial Income Trust’s advisor and its affiliates will face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments; (v) there is no public trading market for its common stock, none is expected to develop and there is limited ability for an investor to have their shares redeemed; (vi) the use of leverage increases the risk of loss and (vii) Industrial Income Trust is subject to risks associated with economic, demographic and real estate market conditions.
This material contains forward-looking statements, including statements concerning investment objectives, strategies, other plans and objectives for future operations or economic performance that are based on Industrial Income Trust’s current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, as described in more detail in the “Risk Factors” section of the prospectus and in this sales material. Any of these statements could be inaccurate, and actual events or investments and results of operations could differ materially from those expressed or implied in the forward looking statement. You are cautioned not to place undue reliance on any forward looking statements.
THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE INDUSTRIAL INCOME TRUST PROSPECTUS. THE OFFERING IS MADE ONLY BY THE INDUSTRIAL INCOME TRUST PROSPECTUS.
Shares will be offered to the public through Dividend Capital Securities LLC., which will act as the managing dealer, and through other members of the Financial Industry Regulatory Authority (FINRA) or with the assistance of registered investment advisors. Securities are not FDIC-insured, nor bank guaranteed, and may lose value.
This material must be read in conjunction with the prospectus in order to understand fully the implications and risks of the offering of securities to which it relates and must not be relied upon to make an investment.
Notice to New York Investors: This is not an offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. The Attorney General of the State of New York has not passed on or endorsed the merits of this offering.
Please see the prospectus for a complete list of defined terms and discussion of the risks associated with the offering.