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October 25, 2012

Inland’s Newest Non-listed REIT Begins IPO

By Scott Baltic, Contributing Editor

Inland Real Estate Income Trust, Inc., Oak Brook, Ill., a non-listed company, has begun selling $1.5 billion in common stock in connection with its initial public offering, Inland announced Wednesday. The IPO is pursuant to a registration statement declared effective by the U.S. Securities and Exchange Commission on Oct. 18.

Inland Income Trust was formed in August 2011 and is sponsored by Inland Real Estate Investment Corp.

The trust is offering up to 150 million shares of its common stock for sale at $10 per share and up to an additional 30 million shares of common stock for issuance under its distribution reinvestment plan at $9.50 per share. The trust is offering the shares of common stock on a “best efforts” basis through Inland Securities Corp., the offering’s dealer manager.

The trust intends to use the proceeds from this offering primarily to acquire, directly or through joint ventures, a diversified portfolio of commercial real estate throughout the United States. The prospectus states that the trust intends “to acquire retail properties, office buildings, multi-family properties and industrial/distribution and warehouse facilities,” with a focus on core assets.

The trust might also invest in real estate–related equity securities and/or CMBS.

The prospectus notes that there will be no internalization fee, nor debt financing fees, oversight fees, development fees or disposition fees. Excessive fees, of course, have been one of the bad raps against non-listed REITs

Almost exactly a year ago, on Oct. 10, 2011, Commercial Property Executive reported on a then-nascent trend toward non-listed REITs that focus on providing shareholders with more transparency, improved liquidity, better redemption options and in some cases lower up-front sales commissions and ongoing management fees. <www.cpexecutive.com/in-print/radical-departure-the-latest-non-listed-reits-offer-enhanced-liquidity-transparency/>

As to a liquidity event, the prospectus states that the Inland Income Trust board does not anticipate such an event until at least 2017.

Although the prospectus notes that the trust qualifies as an “emerging growth company” under the JOBS Act of 2012, freeing it from certain reporting requirements and disclosures, it adds that this status is not expected to have a significant effect on the business.

Finally, the prospectus gently touts Inland’s track record, noting that in its more than 40 years of acquiring and managing real estate assets, Inland Real Estate Investment Corp. has completed 437 programs: eight public funds, 419 private partnerships, nine 1031 exchange programs and one public REIT. “No completed program has paid total distributions less than the total contributed capital to the program,” according to the document.

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