Risk Factors

  • No public market currently exists for our shares of common stock, and our charter does not require our directors to seek stockholder approval to liquidate our assets by a specified date, nor to list our shares on an exchange by a specified date.
  • Shares of our common stock are illiquid. You may not be able to sell your shares under our share redemption program and, if you are able to sell your shares under the program, you may not be able to recover the amount of your investment in our shares.
  • We set the offering price arbitrarily. This price is unrelated to the book or net value of our assets or to our expected operating income.
  • We have a limited operating history, and as of September 30, 2015, our total assets were $382.2 million and consisted primarily of $226.1 million of investments, $4.6 million of deferred offering costs, and $142.1 million of cash. We have not identified all of the investments to acquire with the proceeds of this offering; consequently, you will not have the opportunity to evaluate all of our investments before we make them.
  • We are dependent on our advisor and its affiliates to select investments and conduct our operations and this offering. Our advisor has no operating history and no experience operating a public company.
  • We will pay substantial fees and expenses to our advisor, its affiliates and broker-dealers. These payments increase the risk that you will not earn a profit on your investment.
  • Our executive officers and some of our directors will face conflicts of interest.
  • We may lack diversification if we do not raise substantially more than the minimum offering.
  • There are restrictions on the ownership and transferability of our shares of common stock. See “Description of Shares—Restriction on Ownership of Shares.”
  • Our charter permits us to pay distributions from any source without limitation, including from offering proceeds, borrowings, sales of assets or waivers or deferrals of fees otherwise owed to our advisor. Distributions are not guaranteed.
  • We may change our targeted investments without stockholder consent.
  • Some of the other programs sponsored by our sponsor have experienced adverse business developments or conditions.
  • The multifamily properties we acquire and their performance are subject to downturns in economic conditions, changes in supply or demand, interest rate changes, and availability of mortgage financing.
  • If we fail to qualify as a REIT, it would adversely affect our operation and ability to make distributions to our stockholders because we will be subject to U.S. federal income tax at regular corporate rates with no ability to deduct distributions made to our stockholders.