Investor Guide
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CPREIF: Opening Doors to Opportunity A SMARTER WAY TO INVEST IN PRIVATE REAL ESTATE 1 IMPORTANT INFORMATION Note: The impact of the outbreak of COVID-19 on the economy without limitation, energy blackouts, acts of God, fire, flood, and the Fund’s properties and operations is highly uncertain. earthquakes, outbreaks of an infectious disease, pandemic or any Valuations and incomes may change more rapidly and other serious public health concern, war, terrorism, labor strikes significantly than under standard market conditions. Please see and telecommunication failures). Some force majeure events may additional information regarding the risks of investment and adversely affect the ability of a party (including an investment, a inherent subjectivity and assumptions of appraisals below. tenant of an investment, a customer of a tenant of an investment, a counterparty of an investment or a counterparty of a Clarion Vehicle) Business Disruption. Clarion’s investment vehicles (“Clarion Vehicles”) to perform its obligations until it is able to remedy the force majeure and their investments are vulnerable to damages from any number event. Such a party may also claim force majeure for nonperformance of sources, including computer viruses, unauthorized access, energy of its contract obligations. Certain force majeure events (such as blackouts, acts of God, fire, flood, earthquakes, outbreaks of an an outbreak of an infectious disease) could have a broader negative infectious disease, pandemic or any other serious public health impact on the world economy and international business activity concern, war, terrorism, labor strikes and telecommunication failures. generally, or in any of the countries in which a Clarion Vehicle may In December 2019, a novel strain of coronavirus was reported to have invest specifically. Additionally, a major governmental intervention surfaced in Wuhan, China. As of March 2020, the outbreak has been into industry, including the assertion of control over an investment, declared to be a pandemic by the World Health Organization, and the could result in a loss to the applicable Clarion Vehicle. Any of the Health and Human Services Secretary has declared a public health foregoing would therefore adversely affect the performance of such emergency in the United States in response to the outbreak. Many Clarion Vehicle and its investments. countries, states, municipalities and other jurisdictions have instituted quarantines, curfews, prohibitions on travel and closure of offices, Uncertainty of Net Asset Values. The Net Asset Value of each Clarion businesses, schools, retail stores and other public venues, including Vehicle is based on appraisals that are inherently subjective in certain certain infrastructure facilities. Businesses are also implementing respects and rely on a variety of assumptions, including assumptions similar precautionary measures. Such measures, as well as the about projected cash flows for the remaining holding periods for general uncertainty surrounding the dangers and impact of COVID-19, such investments. Furthermore, appraisals are based in large part on are creating significant disruption in supply chains and economic information as of the end of a given calendar quarter, and market, activity and are having a particularly adverse impact on transportation, property and other conditions may change materially thereafter. hospitality, tourism and entertainment, among other industries. Furthermore, real estate assets generally cannot be marked to an As COVID-19 continues to spread, the potential impacts, including established market or readily tradable assets. Accordingly, such a global, regional or other economic recession, are increasingly appraised values may not accurately reflect the actual market values uncertain and difficult to assess. Given the ongoing and dynamic of a Clarion Vehicle’s investments, and, thus, prospective investors nature of the circumstances, it is difficult to predict the impact of the and Limited Partners may make decisions as to whether to invest coronavirus outbreak. The extent to which the coronavirus impacts in or redeem Interests without complete and accurate valuation a Clarion Vehicle’s results will depend on future developments, information. In particular, the outbreak of COVID-19 and the economic which are highly uncertain and cannot be predicted. These include: impact arising from both the virus and actions taken to mitigate new information which may emerge concerning the severity of the its spread may impact the value of a Clarion Vehicle’s assets and coronavirus; the duration and spread of the outbreak; the actions to availability of debt, and the current appraisals may not take such contain the coronavirus or treat its impact; its impact on our tenants, factors into account. our tenants’ customers, employees and vendors; and governmental, regulatory and private sector responses to the coronavirus. A Clarion Vehicle’s financial condition and results of operations could be adversely affected, including such Clarion Vehicle’s ability to complete in-process real estate transactions and developments, to collect rent from existing tenants, to lease units in its properties to new tenants, to make distributions to investors or to satisfy redemption requests in a timely manner. In addition, the operations of Clarion, any Clarion Vehicle and its investments may be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government quarantine and curfew measures, voluntary and precautionary restrictions on work, travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Force Majeure. The investments of any Clarion Vehicle may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, 2 Why Private Commercial Real Estate? From apartments to offices to warehouses, it represents an enormous investment opportunity. DURABLE INCOME1 Private real estate is the 3rd largest U.S. asset Private real estate has provided investors with durable income and consistent returns in recent years, while class by value after fixed income and equities. helping diversify portfolio risk. • Attractive yields in today’s low rate environment • Resilient cash flows backed by long-term commercial 10% lease contracts CAPITAL APPRECIATION Total Private real estate’s returns over the last 10 years illustrate the potential for capital gains as properties increase in Capitalization 3 value over time, driven by: $10.7 Trillion • Property improvements • Capital restructuring, capital repositioning, or both 90% • Market rent growth DIVERSIFICATION2 Private real estate prices tend to move differently than Publicly traded REITs: Private real estate: the stock and bond market, and can provide diversification $1.1 trillion $9.7 trillion during periods of volatility. 1 Source: Clarion Partners Investment Research, NCREIF, REIT.com, S&P, Bloomberg. As of September 30, 2019. Distributions may consist of a return of capital. 2 Diversification does not assure a profit or protect against market loss. All investments involve risk, including loss of principal, and there is no guarantee that investment objectives will be met. Past performance is no guarantee of future results. 3 Source: Securities Industry and Financial Markets Association, Urban Land Institute, NAREIT, NCREIF and Clarion Partners Investment Research. Annual data and estimates are as of December 31, 2018. U.S. commercial real estate includes private and public equity investments. Estimates are based on a comparison to U.S. debt and U.S. equity. U.S. debt includes corporate securities, asset-backed securities, Treasury debt, Federal agency debt including mortgage-backed securities, money market funds, and municipal bonds. U.S. equity is the total market value of publicly traded domestic companies. 3 Potential Tax Advantages of REIT Distributions CPREIF has elected to be taxed as a REIT1. A REIT has special tax advantages that can help maximize after-tax distributions.Investing in a REIT may increase after-tax distributions and lower an individual’s effective tax rate, compared to an investment in taxable bonds. REIT income is taxed only REIT ordinary income Return of Capital (ROC) once, at the shareholder’s distributions may benefit from reduces the taxes on marginal tax rate1 a maximum 20% tax reduction distributions paid to investors 1 2 2. 3 3 on the marginal rate in the current year $5,000 Pre-Tax Annual Distribution on $100,000 initial investment After-Tax Distributions of $5,000 Pre-Tax Annual Distribution Effective $5000 Taxable Income After-tax $4,260 After-tax Income From Tax Rate Distribution (4.26%) Distribution Distribution On Taxable Yield $4000 Distribution(2) $3,520 (3.52%) $3,150 (3.15%) Taxable $3000 $5,000 37% $3,150 3.15% Bonds $2000 REITs with No Return of $5,000 29.60% $3,520 3.52% Capital (4) $1000 REITs with 50% Return $2,500 29.60% $4,260 4.26% of Capital (4) $0 Taxable Bonds REITS with No Return REITS with 50% Return of Capital(4) of Capital(4) 1 Internal Revenue Code of 1986 permits Real Estate Income Trusts (REITS) as pass-through vehicles, that do not pay corporate income tax to the extent they distribute their taxable income. CPREIF’s Board of Directors is authorized to revoke this REIT election, which may cause adverse consequences to our stockholders. 2 This deduction, created by the 2017 Tax Cuts and