CNSREIT-AR-2024 Final - Flipbook - Page 24
Your ability to have your shares repurchased through our share repurchase plan is limited. We may choose to
repurchase fewer shares than have been requested to be repurchased, in our sole discretion at any time, and the amount
of shares we may repurchase is subject to caps. Further, our Board may make exceptions to, modify or suspend for any
period of time or indefinitely our share repurchase plan if it deems such action to be in our best interest and the best
interest of our stockholders.
We may choose to repurchase fewer shares than have been requested in any particular month to be repurchased under
our share repurchase plan, or none at all, in our sole discretion at any time. We may repurchase fewer shares than have
been requested to be repurchased due to lack of readily available funds because of adverse market conditions beyond our
control, the need to maintain liquidity for our operations or because we have determined that investing in real property or
other illiquid investments is a better use of our capital than repurchasing our shares. In addition, the aggregate NAV of total
repurchases (including repurchases at certain non-U.S. investor access funds primarily created to hold shares of our
common stock but excluding any Early Repurchase Deduction (as defined below) applicable to the repurchased shares) is
limited, in any calendar month, to no more than 2% of our aggregate NAV (measured using the aggregate NAV as of the
end of the immediately preceding month) and, in any calendar quarter, to shares whose aggregate value is no more than 5%
of our aggregate NAV (measured using the average aggregate NAV at the end of the immediately preceding three months).
Further, our Board may make exceptions to, modify or suspend for any period of time or indefinitely 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.
Our Board 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. If the full amount of all
shares of our common stock requested to be repurchased in any given month are not repurchased, funds will be allocated
pro rata based on the total number of shares of common stock being repurchased without regard to class and subject to the
volume limitation. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or
upon the recommencement of the share repurchase plan, as applicable.
We expect that the vast majority of our assets will consist of properties that cannot generally be readily liquidated
without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient
amount of cash to immediately satisfy repurchase requests. Should repurchase requests, in our judgment, place an undue
burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or
should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than
repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares
than have been requested to be repurchased, or none at all. Upon suspension of our share repurchase plan, our Board is
required to consider at least quarterly whether the continued suspension of the plan is in the best interest of the Company
and its stockholders; however, we are not required to authorize the recommencement of the share repurchase plan within
any specified period of time. As a result, your ability to have your shares repurchased by us may be limited and at times
you may not be able to liquidate your investment.
Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely
affect our cash flow and our results of operations and financial condition.
Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector
(including as a result of inflation and higher interest rates), market volatility, trade conflict, civil unrest, national and
international security events, war (including ongoing conflict in the Middle East and Ukraine), extreme weather events
(including climate change, hurricanes, wildfires, earthquakes or floods) or the spread of infectious illnesses, pandemics or
other public health emergencies, could cause our stockholders to seek the repurchase of their shares pursuant to our share
repurchase plan at a time when such events are adversely affecting the performance of our assets. Even if we decide to
satisfy all resulting repurchase requests, our cash flow could be materially adversely affected. In addition, if we determine
to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been
able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including
breadth of our portfolio by property type and location, could be materially adversely affected.
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