Important Information
THIS MATERIAL IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN S2K/MILLER CLT DST (“THE DST”) IS BEING MADE ONLY BY DELIVERY OF THE DST’S PRIVATE PLACEMENT MEMORANDUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY THE DST’S SPONSOR. This material must be read in conjunction with the Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the Operative Documents relate. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of the DST’s interests, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest in the DST if you are an accredited investor as defined in Rule 501 of Regulation D.
Investing in the DST will involve significant risks, including possible loss of your entire investment. An investment in the DST will be illiquid, as there is no secondary market for the DST’s interests, and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the DST for an indefinite period of time. See the section entitled “Certain Risk Factors” of the DST’s PPM to read about the more significant risks you should consider before investing. As a result, returns to investors could be materially reduced. Investors should have the financial ability and willingness to accept the risk characteristics of the DST. Prospective investors should make their own investigations and evaluations of the information contained in this material and the other Operative Documents.
Investors should not construe the contents of this presentation as legal, tax, accounting, investment or other advice. Each investor should make its own inquiries and consult its advisors as to legal, tax, financial, and other relevant matters concerning any investment, including an investment in the DST. The indicative terms and other information included in this presentation are incomplete, subject to change and are provided for discussion purposes only. Please refer to the PPM and the Operative Documents for a detailed description of the terms of the DST. This material does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. An investment in the DST is not suitable for all investors. This presentation and related information about the DST cannot be used in conjunction with the marketing of any product or security. Recipients should not rely on this presentation in making any future investment decision.
Risk Factors
SUMMARY OF KEY RISK FACTORS
Risks of an investment in the DST include, among other things, the following:
• Complete reliance on the Master Tenant to pay the rent and perform its obligations under the Master Lease;
• Limited control over the property and day-to-day operations by investors;
• Lack of liquidity, as there is no established secondary market for interests in the DST and transfers are restricted;
• Holding a beneficial interest in the DST without any voting rights;
• The long-term nature of the Master Lease, which may limit flexibility in responding to market conditions;
• Limited diversification, as the DST’s performance depends on a single property;
• Various conflicts of interest among the Sponsor, the DST, the Master Tenant, and their affiliates;
• Various risks associated with real estate generally and specifically with ownership of vacant land;
• Certain tax risks, including the potential loss of anticipated 1031 exchange benefits if the DST fails to qualify; and
• Changes in interest rate levels and volatility in the capital markets, which could adversely affect property values.
Investors should carefully review the “Certain Risk Factors” section of the Private Placement Memorandum for a more complete discussion of these and other risks before making an investment decision.
This material contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook of the DST that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this material. Forward-looking statements in this material speak only as of the date on which such statements were made and not as of any future date, and the DST undertakes no obligation to update any such statements that may become untrue because of subsequent events.
Securities offered through S2K Financial LLC, member FINRA/SIPC, the dealer manager for S2K/Miller CLT DST.
