ExchangeRight Income Fund Files Form 10 to Become SEC Reporting Company
April 28, 2023 | ExchangeRight
ExchangeRight Income Fund, d/b/a ExchangeRight Essential Income REIT (the “Company”), a self-administered real estate company invested in a diversified portfolio of properties with long-term net leases backed primarily by investment-grade tenants operating in necessity-based industries, announced today that it has filed a Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) to register its common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).
The Form 10 is not being used to conduct an initial public offering of the Company’s Common Shares and is not being filed to raise any additional capital for the Company. In addition, the Company is not applying or seeking to list its Common Shares on any national securities exchange in connection with the filing of the Form 10.
The Form 10 will become effective automatically upon (i) the date that is 60 days after the filing of the Form 10 with the SEC, or (ii) such earlier date as the SEC may direct pursuant to an acceleration request of the effective date filed by the Company. Upon the effectiveness of the Form 10, the Company will become an SEC reporting company subject to the periodic reporting requirements of the Exchange Act, including the requirements to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and periodic reports on Form 8-K, among other requirements.
“We are excited by the continuing growth of ExchangeRight’s Essential Income REIT, which allows us to serve investors’ needs through capital preservation, stable income, and enhanced diversification and value,” said Warren Thomas, a founder and managing partner of ExchangeRight Real Estate, LLC, the Company’s sponsor. “As we continue to expand and execute upon our aggregation strategy on behalf of the REIT and its investors, we welcome the opportunity to become an SEC reporting company and comply with the SEC’s financial statement and periodic reporting requirements, which are consistent with our current governance and financial reporting practices. By becoming an SEC reporting company, we not only demonstrate our continued commitment to transparency and communication, but also provide a valuable channel for insight into our business for our shareholders.”
About ExchangeRight Essential Income REIT
The ExchangeRight Essential Income REIT, a Maryland statutory trust, is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company, through its operating partnership, ExchangeRight Income Fund Operating Partnership, LP, owned 336 properties in 34 states (collectively, the “Trust Properties”) as of December 31, 2022. The Trust Properties are occupied by 36 different national primarily investment-grade necessity-based retail tenants and are additionally diversified by industry, geographic region, and lease term. The Company has elected and is qualified to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Please visit www.exchangeright.com for more information.
Forward Looking Statements
Certain statements contained in this press release other than historical facts may be considered “forward-looking statements,” and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies, and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future” and words of similar import, or the negative thereof. Forward-looking statements in this document include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, occupancy, leasing rates and trends, liquidity and ability to meet future obligations, anticipated expenditures of capital and other matters. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this document.
Any such forward-looking statements are subject to unknown risks, uncertainties, and other factors, which in some cases are beyond our control and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to shareholders, and maintain the value of our real estate properties, may be significantly hindered.
Factors that could cause actual results, performance, or achievements to differ materially from current expectations include, but are not limited to: risks inherent in the real estate business, including tenant defaults, illiquidity of real estate investments, potential liability relating to environmental matters and potential damages from natural disasters; general business and economic conditions; the accuracy of our assessment that certain businesses are e-commerce resistant and recession-resilient; the accuracy of the tools we use to determine the creditworthiness of our tenants; concentration of our business within certain tenant categories; ability to renew leases, lease vacant space or re-lease space as existing leases expire; our ability to successfully execute our acquisition strategies; the degree and nature of our competition; inflation and interest rate fluctuations; failure, weakness, interruption or breach in security of our information systems; our failure to generate sufficient cash flows to service our outstanding indebtedness; continued volatility and uncertainty in the credit markets and broader financial markets; our ability to maintain our qualification as a REIT for federal income tax purposes; our limited operating history as a REIT, which may adversely affect our ability to make distributions to our shareholders; changes in, or the failure or inability to comply with, applicable laws or regulations; and future sales or issuances of our common shares or other securities convertible into our common shares, or the perception thereof, could cause the value of our common shares to decline and could result in dilution. All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, the Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
