CNSREIT-AR-2024 Final - Flipbook - Page 11
Cohen & Steers Income Opportunities REIT (CNSREIT)
Material risks and limitations
Important considerations: Cohen & Steers Income Opportunities REIT, Inc. (“CNSREIT”) is a
newly organized corporation formed to invest primarily in high quality, income-focused, stabilized
assets within the United States. This investment involves a high degree of risk. You should purchase
these securities only if you can afford the complete loss of your investment. You should read the
prospectus (https://www.cnsreit.com/prospectus) carefully for a description of the risks associated
with an investment in CNSREIT. These risks include, but are not limited to, the following:
• We have a limited operating history, and there is no assurance that we will achieve our
investment objectives.
• Because this is a “blind pool” offering, you will not have the opportunity to evaluate our future
investments before we make them.
• Since there is no public trading market for shares of our common stock, repurchase of shares by
us will likely be the only way to dispose of your shares. Our share repurchase plan will provide
stockholders with the opportunity to request that we repurchase their shares on a monthly
basis, but we are not obligated to repurchase any shares and may choose to repurchase only
some, or even none, of the shares that have been requested to be repurchased in any particular
month at our sole discretion. In addition, repurchases will be subject to available liquidity and
other significant restrictions. Further, our board of directors may make exceptions to, modify or
suspend our share repurchase plan if, in its reasonable judgment, it deems such action to be in
our best interest and the best interest of our stockholders, such as when repurchase requests
would place an undue burden on our liquidity, adversely affect our operations or risk having an
adverse impact on us that would outweigh the benefit of repurchasing our shares. Our board
of directors cannot terminate our share repurchase plan absent a liquidity event that results in
our stockholders receiving cash or securities listed on a national securities exchange or where
otherwise required by law. As a result, our shares should be considered as having only limited
liquidity and at times may be illiquid.
• We cannot guarantee that we will make distributions, and, if we do, we may fund such
distributions from sources other than cash flow from operations, including, without limitation,
the sale of or repayments under our assets, borrowings, return of capital or offering proceeds,
including from sales of our common stock or Operating Partnership units to the Special Limited
Partner (each term as defined in the prospectus), and distributions may also be funded at least
in part, indirectly, due to expenses paid on our behalf by the Advisor pursuant to the Expense
Limitation and Reimbursement Agreement, which may be subject to reimbursement to the
Advisor, and other temporary waivers or expense reimbursements to the Advisor or its affiliates,
that may be subject to reimbursement to the Advisor or its affiliates. We have no limits on the
amounts we may pay from such sources.
• The purchase and repurchase price for shares of our common stock are generally based on
our prior month’s net asset value (“NAV”) and are not based on any public trading market.
While there will be independent valuations of our properties from time to time, the valuation
of properties is inherently subjective and our NAV may not accurately reflect the actual price at
which our properties could be liquidated on any given day.
• We have no employees and are dependent on Cohen & Steers Capital Management, Inc. (the
“Adviser”) to conduct our operations. The Adviser will face conflicts of interest as a result of,
among other things, the allocation of investment opportunities among us and other Cohen &
Steers Accounts (as defined in CNSREIT’s prospectus), the allocation of time of its investment
professionals and the fees that we will pay to the Adviser.
• Principal and interest payments on any borrowings will reduce the amount of funds available for
distribution or investment in additional real estate assets.
• There are limits on the ownership and transferability of our shares.
• This is a “best efforts” offering. If we are not able to raise a substantial amount of capital in the
near term, our ability to achieve our investment objectives could be adversely affected.
• If we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for
distribution to our stockholders could materially decrease.
• While our investment strategy is to invest in income-focused stabilized private real estate with
a focus on providing current income to investors, there is no guarantee that we will achieve this
strategy and an investment in us is not an investment in a fixed income instrument.
• The acquisition of investment properties may be financed in substantial part by borrowing,
which increases our exposure to loss. The use of leverage involves a high degree of financial risk
and will increase the exposure of the investments to adverse economic factors.
• Investing in commercial and other private real estate assets involves certain risks, including but
not limited to: tenants’ inability to pay rent, increases in interest rates and lack of availability
of financing, tenant turnover and vacancies, and changes in supply of or demand for similar
properties in a given market.
• Substantial risks are involved in investing in real estate and real estate-related securities more
generally. An unstable geopolitical climate and central bank policies could have a material
adverse effect on general economic conditions, market conditions and liquidity. Additionally,
a serious pandemic or natural disaster could severely disrupt global, national and/or regional
economies, as experienced most recently after the March 2020 outbreak of COVID-19. Renewed
outbreaks or the outbreak of new epidemics could result in health or other government
authorities requiring the closure of offices or other businesses, including office buildings, retail
stores and other commercial venues, and could also result in a general economic decline.
Forward-looking statement disclosure
This material contains forward-looking statements within the meaning of the federal securities laws.
These forward-looking statements can be identified by the use of forward-looking terminology such
as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “identified”
or other similar words or the negatives thereof. These may include our financial projections and
estimates and their underlying assumptions, statements about plans, objectives and expectations
with respect to future operations, statements with respect to acquisitions, statements regarding
future performance and statements regarding identified but not yet closed acquisitions. Such
forward-looking statements are inherently uncertain and there are or may be important factors
that could cause actual outcomes or results to differ materially from those indicated in such
statements. We believe these factors also include but are not limited to those described under the
section entitled “Risk Factors” in the CNSREIT prospectus. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary statements that are included
in this document (or CNSREIT’s public filings). 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.
Logos
The logos presented herein were not selected based on performance of the applicable company or
sponsor to which they pertain. In Cohen & Steers’ opinion, the logos selected were generally the most
applicable examples of the given thesis, theme or trend discussed on the relevant slide. All rights to
the trademarks and/or logos presented herein belong to their respective owners and Cohen & Steers’
use hereof does not imply an affiliation with, or endorsement by, the owners of these logos.
Select images
The selected images of certain CNSREIT investments are provided for illustrative purposes only,
and represent CNSREIT’s investments as of the date of publication. It should not be assumed that
CNSREIT’s investment in the properties identified and discussed herein were or will be profitable.
Please refer to www.cnsreit.com/properties for a complete list of CNSREIT’s real estate investments
(excluding equity in public and private real estate related companies), including CNSREIT’s ownership
interest in such investments.
NOT FDIC INSURED | NO BANK GUARANTEE | MAY LOSE VALUE
Publication date: April 2025. Copyright © 2025 Cohen & Steers, Inc. All rights reserved.
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