Disclosures

Primior is a Southern California real estate firm offering vertically integrated services from pre-development to asset management, ensuring seamless project execution.

Important Disclosure Information

Alternative investments are often speculative, usually entail higher fees than conventional investments, and frequently carry a high level of risk. They are suitable only for qualified, long-term investors willing to sacrifice liquidity and risk capital indefinitely. These investments may be highly illiquid and may utilize leverage and other speculative practices, escalating volatility and the risk of loss.

Alternative investments come with intricate tax structures, inefficient tax investing, and delays in conveying crucial tax data. Individual funds have specific risks related to their investment programs, varying from fund to fund. Investors should confer with their tax and legal professionals, as Dealers typically do not offer tax or legal guidance. REITs like PREIT™ are usually not taxed at the corporate level as long as they distribute all taxable income as dividends. Ordinary income dividends are taxed at individual rates, and distributions might be subject to state tax. Each investor’s tax considerations are unique, and consulting a tax advisor is advised. None of the information herein should be regarded as investment, tax, accounting, or legal counsel.

Interests in alternative investment products are distributed by the applicable Dealer and (1) are not insured by the FDIC, (2) are not deposits or other obligations of the Dealer or any of its affiliates, and (3) are not guaranteed by the Dealer and its affiliates. Each Dealer operates as a registered broker-dealer, not a bank.

Same Property NOI Growth

Net Operating Income (“NOI”) is an ancillary non-GAAP measure of PREIT™’s property operating outcomes, significant for management’s evaluation of occupancy, rents, leasing, and other property operating results. NOI is defined as operating revenues minus operating expenses, excluding factors such as (i) impairments of investments in real estate, (ii) depreciation and amortization, (iii) straight-line rental revenue and costs, (iv) amortization of above- and below-market lease values, (v) lease termination fees, (vi) non-core property expenses, and (vii) other non-property-related items like (a) general and administrative costs, management fees to Primior, (c) performance allocation to the Special Limited Partner, (d) incentive compensation awards, (e) real estate debt investment income (loss), (f) changes in consolidated securitization vehicle net assets, (g) interest rate derivative income, (h) gains (losses) on real estate disposals, (i) interest expenses, (j) gains (losses) on debt extinguishment, (k) other incomes (expenses), and (l) similar adjustments for NOI pertaining to non-controlling interests and unconsolidated entities.

PREIT™ assesses its consolidated operational results on a same property basis, which permits the analysis of property operating results, excluding acquisitions and disposals during the periods being compared. Properties in our portfolio are deemed same property if owned for the full periods shown; otherwise, they are considered non-same property. Recently developed properties are excluded from same property results until stabilization for both full periods presented is achieved. Stabilization for the property is defined as the earlier of (i) reaching 90% occupancy or (ii) 12 months post-occupancy certification. Properties held for sale, those under redevelopment, and interests in unconsolidated entities contracted for sale with a solid deposit or other assurance of buyer’s performance are excluded from same property results and regarded as non-same property. Investments in real estate debt or equity securities are not deemed same property.

Select Images

Images of specific PREIT™ investments on this website are for illustrative purposes only. They do not depict all PREIT™ investments of a particular property type and are not indicative of PREIT™’s entire portfolio. Profits from PREIT™’s investments in the identified properties should not be assumed.

Tax Information

The tax data provided here is for informational purposes only, subject to substantial change, and should not be considered as a definitive tax prediction or guarantee. It is not tax advice and potential investors should consult their tax advisors regarding the discussed matters and the tax implications of an investment.

A part of REIT ordinary income distributions may be tax-deferred due to the ability to characterize ordinary income as Return of Capital (“ROC”). ROC distributions reduce the stockholder’s tax basis in the year received, deferring taxes on that portion until the stock’s redemption, which may lead to higher capital gains taxes due to lower cost basis. Certain deductions, like depreciation and amortization, reduce taxable income for REIT distributions. Be aware that a REIT’s ROC percentage may fluctuate yearly, affecting the impact of the tax law. While the estimations here are believed to be reasonable, no guarantees can be made about the underlying assumptions.

This information is not a forecast and is subject to uncertainties, changes, and risks, potentially causing significant deviation from the results expressed here. No assurances, representations, or warranties are given that any estimations will be achieved; reliance on these should be avoided. Investors may face net investment income taxes of 3.8% and/or state income tax in their residence state, lowering their after-tax return rate.

Trends

No assurances can be made that the described trends will persist or not reverse. Past trends and events do not predict or guarantee future events or outcomes and are not necessarily indicative of what may occur in the future.

Summary of Risk Factors for PREIT™

  1. Limited Liquidity: PREIT™’s shares are not publicly traded. Share repurchase by Primior might be the only way to sell your shares. The repurchase plan, controlled by the board of directors, is subject to limitations and discretion. Shares may be illiquid at times, offering only limited liquidity.
  2. Non-Guaranteed Distributions: Distributions are uncertain and can be funded through various means, including borrowings, asset sales, or other sources. There are no limitations on funding amounts from these sources.
  3. Valuation Complexity: Share prices are generally based on the previous month’s net asset value (NAV) and not on a public market. Annual appraisals will be performed, but property appraisal is inherently subjective, and NAV might not reflect the actual liquidation price of properties.
  4. Investment Risk: Investing in PREIT™ involves high risk, primarily in stabilized income-generating U.S. commercial real estate, and to a lesser extent in real estate debt investments and other countries. Potential loss of the entire investment is possible.
  5. Special Considerations: It’s essential to carefully read the PPM to understand the specific risks associated with an investment in PREIT™.
  6. Immediate Dilution: On acquiring shares in PREIT™, you will experience immediate dilution in the net tangible book value of your investment.
  7. Ownership and Transferability Limits: There are restrictions on owning and transferring shares of PREIT™.
  8. REIT Qualification Risks: While we aim to continue qualifying as a REIT, failing to maintain this status could significantly lower our NAV and cash available for distribution.
  9. Leverage Risks: Acquiring properties may involve substantial borrowing, escalating our exposure to financial risk, including rising interest rates and economic downturns.
  10. Commercial Real Estate Risks: Investments in commercial real estate come with numerous challenges such as adverse economic conditions, tenant issues, rising vacancies, decreasing rental rates, interest rates, financing availability, and changes in demand and supply.
  11. Portfolio Concentration Risks: PREIT™’s focus on particular industries and regions could lead to substantial impacts from negative conditions in those sectors or areas.
  12. Global Events and Risks: Events like wars, terrorism, pandemics (e.g., COVID-19), recessions, and other macro factors may substantially affect the U.S. and global economies, with significant consequences for PREIT™ and its investments. The recovery from such downturns may be prolonged or volatile, amplifying many associated risks.

Certain information contained in this material has been obtained from sources outside Primior, which in certain cases has not been updated through the date hereof. While such information is believed to be reliable for purposes used herein, no representations are made as to the accuracy or completeness thereof, and none of Primior, its funds, nor any of their affiliates takes any responsibility for, and has not independently verified, any such information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Opinions expressed reflect the current opinions of PREIT™ as of the date appearing in the materials only and are based on PREIT™’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.primior.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.

All rights to the trademarks and/or logos presented herein belong to their respective owners, and Primior’s use hereof does not imply an affiliation with, or endorsement by, the owners of these logos.

Clarity of text on this website may be affected by the size of the screen on which it is displayed.

Forward-Looking Statements

This website contains “forward-looking statements” within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “identified,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “confident,” “conviction” or other similar words or the negatives thereof. These may include financial estimates and their underlying assumptions, statements about plans, objectives, intentions, and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance, and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in PREIT™’s PPM and annual report for the most recent fiscal year. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this website or in the PPM. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

This website must be read in conjunction with PREIT™’s PPM in order to fully understand all the implications and risks of an investment in PREIT™. Please refer to the prospectus for more information regarding state suitability standards and consult a financial professional for share class availability and appropriateness.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE PPM FOR THE OFFERING, AS AMENDED AND SUPPLEMENTED (THE “PPM”). THE OFFERING IS MADE ONLY BY THE PPM AND THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY THE PPM. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THE PPM IS TRUTHFUL OR COMPLETE. IN ADDITION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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Important:

This website and the content provided are intended solely for (i) specific types of qualified investors, (ii) individuals in regions where the distribution of Primior Real Estate Investment Trust (“PREIT™”) is legally permitted, and (iii) existing Primior investors and/or clients. Full details regarding an investment in shares of PREIT™, including the associated risks, can be found in the PPM and Offering Terms Document:

By clicking “I Agree To The Terms,” you are confirming that (i) you have accessed or intend to access both the PPM and the Offering Terms (available at the above links); (ii) you are either (a) a qualified U.S. resident investor or (b) an authorized non-U.S. direct or indirect investor; and (iii) you have received permission from PREIT™, Primior, or your brokerage/registered investment advisor to access the information on this website.

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