The underlying collateral of the REITs consists of income producing residential or commercial real estate. Non-Traded REITs are only suitable for investors with a long-term investment horizon who are willing to accept higher levels of risk in their investments. This is often a precursor to a dividend suspension. The board of directors cited a lack of liquidity and cash flow as reasons for the dividend reduction. The Wolper Law Firm represents investors nationwide in securities litigation and arbitration on a contingency fee basis.
Matt Wolper , the Managing Principal of the Wolper Law Firm, is a trial lawyer who has handled hundreds of securities cases during his career involving a wide range of products, strategies and securities. Prior to representing investors, he was a partner with a national law firm, where he represented some of the largest banks and brokerage firms in the world in securities matters. We can be reached at Illinois St. Suite Indianapolis, IN Suite Dallas, TX Union Ave.
Baltimore, Maryland-based Paragon Outlets is an affiliate of Lightstone, and manages the company's retail portfolio. In the summer of , the company offered second, non-traded REIT, Lightstone Value Plus II, committing capital to the hospitality, retail, multi-family, and commercial segments.
Through debtor-in-possession financing , it was able to continue operating rather than to face liquidation. In , The Lightstone Group, a real estate investment management business, is gambling on inexpensive New York City hotel developments. The company has launched a Moxy Hotels catering chain to the business sliver and will operate two more shortly, the Moxy Lower East Side and Moxy Williamsburg.
From Wikipedia, the free encyclopedia. The Lightstone Group Type. The Wall Street Journal. Securities and Exchange Commission. March 26, The Blackstone Group. Jun 12, Retrieved Dec 18, Apr 17, Retrieved Dec 20, Retrieved 1 May
We have a share repurchase program that may provide our stockholders with limited interim liquidity by enabling them to sell their Common Shares back to us, subject to restrictions. We intend to begin the process of achieving a liquidity event not later than five years after the termination of this offering. If we do not begin the process of achieving a liquidity event by the fifth anniversary of the termination of this offering, our charter requires either a an amendment to our charter to extend the deadline to begin the process of achieving a liquidity event, or b the holding of a stockholders meeting to vote on a proposal for an orderly liquidation of our portfolio.
If we seek and fail to obtain stockholder approval of a charter amendment extending the deadline with respect to a liquidity event, our charter requires us to submit a plan of liquidation for the approval of our stockholders. If we seek and fail to obtain stockholder approval of both such a charter amendment and such a plan of liquidation, we will continue our business.
If we seek and obtain stockholder approval of such a plan of liquidation, we will seek a listing or begin an orderly sale of our assets. In making the decision to apply for listing of our Common Shares, our board of directors will try to determine whether listing our Common Shares or liquidating our assets will result in greater value over the long term for our stockholders.
These exemptions include, among other things, not being required to comply with the auditor attestation requirements of Section of the Sarbanes-Oxley Act, reduced disclosure obligations relating to executive compensation in proxy statements and periodic reports, and exemptions from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Other than as set forth in the following paragraph, we have not yet made a decision whether to take advantage of any of or all such exemptions. If we decide to avail ourselves of any of the remaining exemptions from various reporting requirements, some investors may find our Common Shares a less attractive investment as a result.
Section of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.
Section 3 a 1 A of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company for private funds set forth in Section 3 c 1 or Section 3 c 7 of the Investment Company Act.
We are organized as a holding company that conducts its businesses primarily through wholly owned subsidiaries. We will monitor our holdings to ensure continuing and ongoing compliance with this test. In addition, we believe we will not be considered an investment company under Section 3 a 1 A of the Investment Company Act because we will not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities.
Rather, through our wholly owned subsidiaries, we will be primarily engaged in the non-investment company businesses of these subsidiaries. If we were required to register as an investment company under the Investment Company Act, we could, among other things, be required either to a change the manner in which we conduct our operations to avoid being required to register as an investment company, b effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or c register as an investment company, any of which could negatively affect the value of our Common Shares, the sustainability of our business model, and our ability to pay distributions, which could have an adverse effect on our business and the market price for our Common Shares.
We expect that certain of our subsidiaries that we may form in the future may rely upon the exclusion from registration as an investment company under the Investment Company Act pursuant to Section 3 c 5 C. We expect each of our subsidiaries relying on Section 3 c 5 C to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to other types of assets to determine which assets are qualifying real estate assets and real estate-related assets.
To the extent that the SEC staff publishes new or different guidance with respect to these matters, we may be required to adjust our strategy accordingly. In addition, we may be limited in our ability to make certain investments and these limitations could result in the subsidiary holding assets we might wish to sell or selling assets we might wish to hold. Certain of our subsidiaries may rely on the exemption provided by Section 3 c 6 to the extent that they hold mortgage assets through majority-owned subsidiaries that rely on Section 3 c 5 C.
The SEC staff has issued little interpretive guidance with respect to Section 3 c 6 and any guidance published by the staff could require us to adjust our strategy accordingly. In August , the SEC solicited public comment on a wide range of issues relating to Section 3 c 5 C of the Investment Company Act, including the nature of the assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies.
There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs, including the SEC or its staff providing more specific or different guidance regarding these exemptions, will not change in a manner that adversely affects our operations. If we or our subsidiaries fail to maintain an exception or exemption from the Investment Company Act, we could, among other things, be required either to a change the manner in which we conduct our operations to avoid being required to register as an investment company, b effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or c register as an investment company, any of which could negatively affect the value of our Common Shares, the sustainability of our business model, and our ability to pay distributions which could have an adverse effect on our business and the market price for our shares of common stock.
Qualification for exemption from registration under the Investment Company Act will limit our ability to make certain investments. We will provide you with periodic updates on the performance of your investment with us, including:. Unless otherwise provided in this prospectus or you elect in writing to receive documents electronically, all documents will be provided in paper form by mail. If you have more questions about the offering, or if you would like additional copies of this prospectus, you should contact your registered representative or call us at The contact information of our transfer agent is as follows:.
DST Systems, Inc. Kansas City, Missouri Phone: Fax: To ensure that any account changes are made promptly and accurately, all changes including your address, ownership type and distribution mailing address should be directed to the transfer agent. Your purchase of Common Shares involves a number of risks. You should carefully consider the following risk factors in conjunction with the other information contained in this prospectus before purchasing our Common Shares.
The risks discussed in this prospectus could adversely affect our business, operating results, prospects and financial condition. This could cause the value of our Common Shares to decline and could cause you to lose all or part of your investment.
The risks and uncertainties described below represent those risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition as of the date of this prospectus. We and our advisor have no operating history, and you should not rely upon the past performance of other real estate investment programs sponsored by our sponsor to predict our future results.
We were incorporated on September 9, , have not commenced operations, and, as of the date of this prospectus, have made no investments. Accordingly, the prior performance of real estate investment programs sponsored by our sponsor may not be indicative of our future results.
Moreover, if our capital resources are insufficient to support our operations, we will not be successful. You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stage of development.
To be successful in this market, we or our advisor must, among other things:. We cannot guarantee that we will succeed in achieving these goals, and our failure to do so could cause you to lose all or a portion of your investment. We have not entered into any contracts or letters of intent to originate or acquire investments as of the date of this prospectus. Therefore, we are not able to provide you with information to evaluate each of our investments before you invest.
Our board of directors will have wide discretion in implementing our policies. There currently is no established public trading market for our Common Shares and no assurance that one will develop. Further, even if you are able to find a buyer for your Common Shares, you may not be able to sell your Common Shares unless the buyer meets applicable suitability and minimum purchase standards and the sale does not violate state securities laws.
Our charter also prohibits the ownership of more than 9. It also is likely that your Common Shares would not be accepted as the primary collateral for a loan. You should purchase the Common Shares only as a long-term investment because of the illiquid nature of the Common Shares. Repurchases of Common Shares through our share repurchase program may be the only way to dispose of your Common Shares, but there are a number of limitations placed on such repurchases.
In addition, our share repurchase program includes numerous restrictions that would limit your ability to sell your Common Shares under the program. Importantly, funding for our share repurchase program will come exclusively from any proceeds we received from the sale of Common Shares under our DRIP that our board of directors may reserve for this purpose. You may have to hold your Common Shares for an indefinite period of time, and if you sell your Common Shares to us under our share repurchase program, you may receive less than the total price you paid for the Common Shares.
Our organizational documents permit us to pay distributions from any source, including from the proceeds of this offering or other offerings, cash advances to us by our advisor, cash resulting from a waiver of fees, and borrowings, including borrowings secured by our assets. The use of offering proceeds to fund distributions will reduce the funds available for investments and your overall return may be reduced. Our organizational documents do not limit the amount of distributions we can fund from sources other than operating cash flow.
If we encounter delays in identifying suitable investments, we may pay all or a substantial portion of our distributions from the proceeds of this offering, which may constitute a return of your capital. Therefore, we expect to be subject to borrower or investee concentration risk, meaning that if adverse developments were to occur with respect to our sponsor or its related parties, our results of operations and the value of your Common Shares could be adversely affected.
To the extent that we invest in or lend to our sponsor, its affiliates or other Lightstone-sponsored real estate investment programs, our operations and the value of our investments will depend on the solvency and liquidity of such parties. If their solvency or liquidity suffers, or if they suffer from adverse economic conditions, tenant defaults, construction delays, negative publicity, regulatory scrutiny or any of the other risks that attend real estate owners, operators and developers and real estate investment programs, our business also may be at risk.
We could suffer from delays in identifying suitable investments, particularly as a result of our reliance on our advisor at times when management of our advisor is simultaneously seeking to identify suitable investments for other programs. Further, if we are able to raise a substantial amount of capital during this offering, we may have difficulty identifying suitable investments on attractive terms, and there could be a delay between the time we receive net proceeds from the sale of Common Shares in this offering and the time we invest the net proceeds.
This could cause a substantial delay in, and could adversely affect, our ability to pay distributions to you. In addition, if we fail to timely invest the net proceeds of this offering or to make. Certain investments in which our sponsor or entities that it has advised have directly or indirectly owned equity interests have faced adverse business developments, including bankruptcy filings.
If we are unable to raise substantial funds, we will be limited in the number and type of investments we may make, which may negatively affect the value of your investment. Additionally, there can be no assurance that we will not face similar adverse business developments. Therefore, if we are successful in raising enough proceeds to be able to reimburse our advisor for our significant organization and offering expenses, our advisor will have less exposure to loss if the value of our Common Shares decreases, than it would if it held a greater number of Common Shares.
Without a large holding of Common Shares by our advisor aligning the incentives of our advisor with those of our stockholders, our stockholders may be at a greater risk of loss. Of the 10 real estate investment programs sponsored by our sponsor since , none has sought, as the primary focus of its investment objectives, to originate, acquire and manage investments similar to our targeted investments.
Instead, the prior real estate investment programs sponsored by our sponsor have focused primarily on the acquisition and management of commercial real estate properties. To effectively compete for acquisitions, our advisor and board of directors may be required to make decisions prior to the completion of our analysis and due diligence on the potential investments.
In such cases, the information available to our advisor and board of directors at the time of making any particular investment decision, and the decision to undertake any particular origination or acquisition, may be limited, and our advisor and board of directors may not have access to detailed information regarding any particular investment, such as collateral quality, tenant financials, payment terms, maturity, credit rating, sponsor quality, priority and other important information.
Therefore, no assurance can be given that our advisor and board of directors will have knowledge of all circumstances that may adversely affect an investment. In addition, our advisor and board of directors expect to rely upon independent consultants in connection with their evaluation of proposed investments. There can be no assurance regarding the accuracy or completeness of the information provided by such independent consultants.
As a result, we cannot assure you of the amount of proceeds that will be raised in this offering. We are dependent on funds from this offering to fund our investments. If we do not raise significant. We are not limited in the number or size of our investments or the percentage of net proceeds we may dedicate to a single investment. In addition, to the extent we are not able to raise substantially more than the minimum amount, our operating expenses, as a percentage of gross income, would likely be higher, and our financial condition and ability to pay distributions could be adversely affected.
Our success depends to a significant degree upon the continued contributions of our Chairman, certain executive officers and other key personnel of us, our advisor and its affiliates. Neither we nor our advisor have employment agreements with our Chairman and executive officers, and we cannot guarantee that they will remain affiliated with or employed by our advisor. If any of our key personnel were to cease their affiliation or employment with our advisor, our operating results could suffer.
We do not intend to maintain key person life insurance on any of these key personnel. Competition for persons with these skills is intense, and we cannot assure you that our advisor will be successful in attracting and retaining such skilled personnel. If we lose or are unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered. The method by which we could internalize these functions could take many forms.
At this time, we cannot be sure of the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many forms, including cash payments, promissory notes and shares of our stock. An internalization transaction could result in significant payments to affiliates of our advisor irrespective of whether you enjoyed the returns on which we have conditioned our annual subordinated performance fee.
The payment of such consideration in the form of equity securities would reduce your interests as a stockholder and would reduce the value of your investment. We will not be required to seek a stockholder vote to become self-managed. If stockholders or other interested parties were to file a lawsuit related to, or challenging, an internalization transaction, we could incur litigation costs that would adversely affect the value of your Common Shares.
We also would also be responsible for the compensation and benefits costs of our officers and other employees and consultants that are now paid by our advisor or its affiliates. In addition, we may issue equity awards under our stock incentive plan, which awards may further dilute your investment.
There is no assurance that an internalization would result in cost savings. As currently organized, we do not directly employ any employees. If we elect to internalize our management functions, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances.
Nothing in our charter prohibits us from entering into the transaction described above. Additionally, there is no assurance that internalizing our management functions will prove to be beneficial to us and our stockholders. We could have difficulty integrating our management functions as a stand-alone entity. Certain personnel of our advisor and its affiliates perform asset management and general and administrative functions, including accounting and financial reporting, for multiple entities.
We could fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. We rely on persons employed by our advisor and its affiliates to manage our day-to-day operations.
If we were to effectuate an internalization of our advisor, we might not be able to retain all the employees of our advisor or to maintain a relationship with our sponsor. In addition, some of the employees of the advisor may provide services to one or more other investment programs. If this occurs, these programs could hire certain of the persons currently employed by our advisor who are most familiar with our business and operations, thereby potentially adversely impacting our business.
Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that no independent director will be liable to us or our stockholders for monetary damages and that we will generally indemnify our independent directors for losses unless they are grossly negligent or engage in willful misconduct.
As a result, you and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a grossly negligent manner.
In addition, we may be obligated to fund the defense costs incurred by our independent directors as well as by our other directors, officers, employees and agents in some cases, which would decrease the cash otherwise available for distributions to you.
From time to time, our advisor or its affiliates may agree to waive all or a portion of the acquisition, asset management or other fees, compensation or incentives due to them, pay general administrative expenses or otherwise supplement stockholder returns in order to increase the amount of cash available to pay distributions to stockholders. If our advisor or its affiliates choose to no longer waive such fees and incentives, our results of operations will be lower than in previous periods and your return on your investment could be negatively affected.
We will be subject to conflicts of interest arising out of our relationships with our advisor and its affiliates, including the material conflicts discussed below. Our advisor and its affiliates are entitled to substantial fees from us. Among other matters, these compensation arrangements could affect their judgment with respect to:. The fees our advisor receives in connection with transactions involving the origination, purchase and management of an investment may be based on the contract purchase price or the book value of the investment rather than the quality of the investment or the quality of the services rendered to us.
This may influence our advisor to recommend riskier transactions to us. Under our advisory agreement, our advisor will be entitled to fees and other amounts that may result in our advisor recommending actions that maximize these amounts even if the actions are not in our best interest. In that regard, our advisor could be motivated to recommend riskier or more speculative investments in order for us to generate the specified levels of performance or sales proceeds that would entitle our advisor to incentive compensation.
Our advisory agreement also requires us to pay a performance-based termination fee to our advisor if we terminate the advisory agreement prior to the listing of our Common Shares for trading on an exchange or, absent such listing, in respect of its participation in net sales proceeds.
To avoid paying these fees, our independent directors may decide against terminating the advisory agreement prior to our listing of our Common Shares or disposition of our investments even if, but for the termination fee, termination of the advisory agreement would be in our best interest. In addition, our advisor will be entitled to an annual subordinated performance fee, which may encourage our advisor to recommend riskier investments or to dispose of investments earlier than they should be disposed of.
Our advisor and its affiliates, through the activities of Lightstone I, Lightstone II and Lightstone III, may be engaged in other activities that could result in potential conflicts of interest with the services that they will provide to us. We may experience difficulty in objectively evaluating potential related-party investments. Additionally, to the extent we seek third-party advice about potential related-party investments, our Chairman, certain executive officers and other key personnel of us and our advisor may have an incentive to discount the third-party advice in their desire to facilitate the related-party investment, among other reasons because, in certain cases, their compensation from affiliates of our sponsor or from Lightstone-sponsored real estate investment programs may be related to the scale of the respective entities or projects.
Any lack of objectivity on the part of the individuals evaluating our investment opportunities may result in a misallocation of our assets and adversely affect our results of operations and the value of your Common Shares. Our Chairman, certain executive officers and other key personnel of us and our advisor have, or may in the future have, ownership or employment relationships with borrowers or investees related to our sponsor, which could affect their judgment in structuring the terms of a relationship between us and a related-party borrower or investee.
Such individuals may prioritize the commercial interests of a related-party borrower or investee over ours. Further, the fiduciary obligations that our advisor or our board of directors may owe to a related-party borrower or investee may make it more difficult for us to enforce our rights. If we lend to or invest in affiliates of our sponsor or other Lightstone-sponsored real estate investment programs, our advisor and its affiliates may have a conflict of interest in determining how or when to make major decisions.
We may enter into joint ventures or other co-ownership arrangements with other Lightstone-sponsored programs for the acquisition, origination or management of real estate-related investments. The executive officers of our advisor are also the executive officers of other real estate investment vehicles, and may in the future sponsor or be the executive officers of other REITs and their advisors, the general partners of other Lightstone-sponsored partnerships or the advisors or fiduciaries of other Lightstone-sponsored programs.
These executive officers will face conflicts of interest in determining which Lightstone-sponsored program should enter into any particular joint venture or co-ownership arrangement. These persons also may have a conflict in structuring the terms of the relationship between our interests and the interests of the Lightstone-sponsored co-venturer or partner as well as conflicts of interest in managing the joint venture.
Further, the fiduciary. For example, if we become listed for trading on a national securities exchange, and any of the other programs sponsored by our advisor or our sponsor or its affiliates are not traded on any exchange, we may develop more divergent goals and objectives from such joint venturer with respect to the sale of investments in the future. We may not desire to sell the investments at such time. Even if the terms of any joint venture agreement between us and another program sponsored by our advisor or our sponsor or their respective affiliates grant us a right of first refusal to buy such investments, we may not have sufficient funds to exercise our right of first refusal under these circumstances.
Under these joint ventures, neither co-venturer may have the power to control the venture, and under certain circumstances, an impasse could be reached regarding matters pertaining to the co-ownership arrangement, which might have a negative influence on the joint venture and decrease potential returns to you.
If a co-venturer has a right of first refusal to buy out the other co-venturer, it may be unable to finance such buyout at that time. Furthermore, we may not be able to sell our interest in a joint venture if we desire to exit the venture for any reason or, if our interest is likewise subject to a right of first refusal of our co-venturer or partner, our ability to sell such interest may be adversely impacted by such right.
We rely upon our executive officers and key personnel and the executive officers and key personnel of Lightstone-affiliated entities to conduct our day-to-day operations and this offering. These individuals also conduct the day-to-day operations of other investment programs and may have other business interests as well. Because these persons have competing interests on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities.
During times of intense activity in other programs and ventures, they may devote less time and fewer resources to our business than is necessary or appropriate. If this occurs, the returns on our investments may suffer. Our executive officers are also officers of our advisor and other entities affiliated with our advisor, which may include the advisors and fiduciaries to other Lightstone-sponsored programs.
As a result, these individuals owe fiduciary duties to these other entities and their investors, which may conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment opportunities.
Conflicts with our business and interests are most likely to arise from involvement in activities related to a allocation of new investments and management time and services among us and the other entities, b the timing and terms of the making or disposition of an investment, c investments in or with affiliates of our advisor, and d compensation to our advisor and its affiliates. If we. Additionally, Mr. Accordingly, Mr. The duties of Mr. For example, we are permitted to enter into a joint venture or preferred equity investment with Lightstone I, Lightstone II or Lightstone III for the origination or acquisition of real estate-related investments.
Decisions of our board of directors regarding the terms of those transactions may be influenced by Mr. Proskauer Rose LLP acts as legal counsel to us and also represents our sponsor and various affiliates, including our advisor. The interests of our sponsor and its affiliates, including our advisor, may become adverse to ours in the future.
Under legal ethics rules, Proskauer Rose LLP may be precluded from representing us due to any conflict of interest between us and our sponsor and its affiliates, including our advisor. Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
Our charter prohibits the ownership of more than 9. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets that might otherwise provide stockholders with the opportunity to receive a control premium for their Common Shares.
Our board of directors, without any action by our stockholders, may a amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series we have authority to issue or b classify or reclassify any unissued Common Shares or shares of preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, and terms and conditions of the repurchase of any such stock.
Thus, our board of directors could authorize the issuance of such stock with terms and conditions that could subordinate the rights of the holders of our Common Shares, or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets that might provide a premium price for holders of our Common Shares.
These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer, an. An interested stockholder is defined as:. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the expiration of the five-year period described above, any business combination between a Maryland corporation and an interested stockholder must generally be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:. Maryland law also permits various exemptions from these provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.
Our board, by resolution, has exempted any business combinations involving us and The Lightstone Group or any of its affiliates from these provisions. As a result, the five-year prohibition and the supermajority vote requirement will not apply to any business combinations between any affiliate of The Lightstone Group and us.
As a result, any affiliate of The Lightstone Group may be able to enter into business combinations with us, which may or may not be in the best interests of our stockholders. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Shares of stock owned by interested stockholders, that is, by the acquirer, by officers or by employees who are directors of the corporation, are excluded from the vote on whether to accord voting rights to the control shares.
Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. We can offer no assurance that this provision will not be amended or eliminated at any time in the future. This statute could have the effect of discouraging offers from.
The offering stockholder must provide our company notice of such tender offer at least ten business days before initiating the tender offer. A stockholder may not transfer any shares to an offering stockholder who does not comply with these requirements unless such stockholder first offers such shares to us at a price equal to the greater of the tender offer price offered in such tender offer or the repurchase price under our share repurchase program as it is in effect at such time.
This provision of our charter may discourage a stockholder from initiating a tender offer for our Common Shares and prevent you from receiving a premium price for your Common Shares in such a transaction. In order to maintain our exemption from registration under the Investment Company Act, the assets in our portfolio are subject to certain restrictions that limit our operations meaningfully.
Our advisor and its affiliates have limited experience sourcing and managing a portfolio in the manner necessary to maintain our exemption from registration under the Investment Company Act. We believe we will not be considered an investment company under Section 3 a 1 A of the Investment Company Act because we will not engage primarily, or hold ourselves out as being engaged primarily, in the business of investing, reinvesting or trading in securities.
Government securities and cash items on an unconsolidated basis. This requirement limits the types of businesses in which we may engage through our subsidiaries. In addition, the assets we and our subsidiaries may originate or acquire are limited by the provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act, which may adversely affect our business.
If we or any of our subsidiaries were required to register as an investment company under the Investment Company Act, the registered entity would become subject to substantial regulation with respect to capital structure including the ability to use leverage , management, operations, transactions with affiliated persons as defined in the Investment Company Act , portfolio composition, including restrictions with respect to diversification and industry concentration, compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
Failure to maintain an exemption would require us to significantly restructure our investment strategy. For example, because affiliate transactions are generally prohibited under the Investment Company Act, we would not be able to enter into transactions with any of our affiliates if we are required to register as an investment company, and we might be required to terminate our management agreement and any other agreements with affiliates, which could have a material adverse effect on our ability to operate our business and pay distributions.
If we were required to register us as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business. We expect each of our subsidiaries relying on Section 3 c 5 C to rely on guidance published by the SEC staff or on our analyses of such guidance to determine which assets are qualifying real estate assets and real estate-related assets.
No assurance can be given that the SEC staff will concur with our classification of our assets. In addition, the SEC staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of qualifying for an exclusion from regulation under the Investment Company Act. To the extent that the SEC staff publishes new or different guidance with respect to any assets we have determined to be qualifying real estate assets, we may be required to adjust our strategy accordingly.
In addition, we may be limited in our ability to make certain investments and these limitations could result in a subsidiary holding assets we might wish to sell or selling assets we might wish to hold. We determine whether an entity is one of our majority-owned subsidiaries. The Investment Company Act further defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors of a company.
We have not requested the SEC to approve our treatment of any company as a majority-owned subsidiary and the SEC has not done so. Any such adjustment in our strategy could have a material adverse effect on us. There can be no assurance that the laws and regulations governing the Investment Company Act. If the market value or income potential of real estate-related investments declines as a result of increased interest rates or other factors, we may need to increase our real estate-related investments and income or liquidate our non-qualifying assets in order to maintain our REIT qualification or exemption from the Investment Company Act.
This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets that we may own. Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders.
Under our charter and the Maryland General Corporation Law, our stockholders generally have a right to vote only on the following matters:. All other matters are subject to the discretion of our board of directors. Our charter requires that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interests of the stockholders.
In addition to our investment policies and objectives, we also may change our stated strategy for any particular investment. These policies may change over time. The methods of implementing our investment policies also may vary, as new investment techniques are developed. Our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by our board of directors without the approval of our stockholders except to the extent that the policies are set forth in our charter.
As a result, the nature of your investment could change without your consent. Depending upon then-prevailing market conditions, it is our intention to consider beginning the process of liquidating our assets and distributing the net proceeds to our stockholders within five years after the termination of our initial public offering. Market conditions and other factors could cause us to delay the commencement of our liquidation or to delay the listing of our Common Shares on a national securities exchange beyond five years from the termination of our initial public offering.
If so, our board of directors and our independent directors may conclude that it is not in our best interest to hold a stockholders meeting for the purpose of voting on a proposal for our orderly liquidation. Therefore, if we are not successful in implementing our exit strategy, your Common Shares will continue to be illiquid and you may, for an indefinite period of time, be unable to convert your investment into cash easily with minimum loss. Our board of directors arbitrarily determined the offering price of the Common Shares in this offering, based primarily on the range of offering prices of other REITs that do not have a public trading market.
The offering price of our Common Shares may not reflect the price at which the Common Shares would trade if they were listed on an exchange or actively traded by brokers, or the proceeds that a stockholder would receive if we were liquidated or dissolved.
Stockholders do not have preemptive rights to any shares issued by us in the future. Our charter currently authorizes us to issue million Common Shares and 50 million shares of preferred stock. Our board of directors may amend our charter from time to time to increase or decrease the number of authorized shares of capital stock, or the number of authorized shares of any class or series of stock designated, and may classify or reclassify any unissued shares into one or more classes or series without the necessity of obtaining stockholder approval.
Shares will be issued at the discretion of our board of directors. Stockholders will experience dilution of their percentage ownership interest in us if we: a sell Common Shares in this offering or sell additional Common Shares in the future, including those issued pursuant to our DRIP; b sell securities that are convertible into Common Shares; or c issue Common Shares upon the exercise of any options under our stock incentive plan. We have not yet made a decision as to whether to take advantage of some of the JOBS Act exemptions that are applicable to us.
If we do avail ourselves of any of such exemptions, we do not know if some investors will find our Common Shares less attractive as a result. Neither FFO nor MFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to net income, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
Our advisor and its affiliates will perform services for us in connection with, among other things, the selection, financing and acquisition or origination of our investments, the servicing of our mezzanine, mortgage and bridge loans, the administration of our other investments and the disposition of our investments. They will be paid substantial fees for these services. These fees will reduce the amount of cash available for investment or distributions to stockholders.
There are many factors that can affect the availability and timing of cash distributions to stockholders. Distributions generally will be based upon such factors as the amount of cash available or anticipated to be available from our assets, current and projected cash requirements and tax considerations. Because we may receive income from interest or dividends at various times during our fiscal year, distributions paid may not reflect our income earned in that particular distribution period.
The amount of cash available for distributions will be affected by many factors, such as our ability to undertake originations or acquisitions as offering proceeds become available, the income from those investments and yields on securities of other real estate. Actual cash available for distributions may vary substantially from estimates.
We can give no assurance that we will be able to achieve our anticipated cash flow or that distributions will increase over time. There is no assurance that our investments will increase in value or provide constant or increased distributions over time, that loans we make will be repaid or paid on time, that loans will generate the interest payments that we expect, or that future originations or acquisitions of real estate-related loans or debt securities will increase our cash available for distributions to stockholders.
Our actual results may differ significantly from the assumptions used by our board of directors in establishing the distribution rates to stockholders. Many of the factors that can affect the availability and timing of cash distributions to stockholders are beyond our control, and a change in any one factor could adversely affect our ability to pay future distributions. For instance:. In addition, our board of directors, in its discretion, may retain any portion of our cash on hand for working capital.
We cannot assure you that sufficient cash will be available to pay distributions to you. In the future, we may deposit cash, cash equivalents and restricted cash in certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over the federally insured levels.
The loss of our deposits could reduce the amount of cash we have available to distribute or invest and could result in a decline in the value of your investment. The provisions of Title VII became effective on July 16, or, with respect to particular provisions, on such other date specified in the Dodd-Frank Act or by subsequent rulemaking.
While the full impact of the Dodd-Frank Act on our interest rate hedging activities cannot be assessed until implementing rules and regulations are promulgated, the requirements of Title VII may affect our ability to enter into hedging or other risk management transactions, may increase our costs in entering into such transactions, and may result in us entering into such transactions on more unfavorable terms than prior to effectiveness of the Dodd-Frank Act. The occurrence of any of the foregoing events may have an adverse effect on our business.
Our advisor is currently not registered as an investment adviser under the Advisers Act, but intends to register as such in the future, which would subject it to extensive regulation as an investment adviser and could adversely affect its ability to manage our business.
Instances of criminal activity and fraud by participants in the investment management industry and disclosures of trading and other abuses by participants in the financial services industry have led the U. This activity is expected to result in changes to the laws and regulations governing the investment management industry and more aggressive enforcement of the existing laws and regulations.
When it becomes registered as an investment adviser under the Advisers Act, our advisor could be subject to civil liability, criminal liability, or sanction, including revocation of its registration as an investment adviser, revocation of the licenses of its employees, censures, fines, or temporary suspension or permanent bar from conducting business, if it is found to have violated any of these laws or regulations.
When it becomes registered as an investment adviser under the Advisers Act, our advisor will need to continually address conflicts between its interests and those of its clients, including us. In addition, the SEC and other regulators have increased their scrutiny of potential conflicts of interest.
Appropriately dealing with conflicts of interest is complex and difficult and if our advisor fails, or appears to fail, to deal appropriately with conflicts of interest, it could face litigation or regulatory proceedings or penalties, any of which could adversely affect its ability to manage our business.
The success of our investments in real estate-related loans, real estate-related debt securities and other real estate-related investments will materially depend on the financial stability of the debtors underlying such investments. The inability of a single major debtor or a number of smaller debtors to meet their payment obligations could have an adverse impact on our financial condition and results of operations.
In the case of an unsecured investment, if a borrower defaults on our debt, we may suffer a loss of principal or interest, and will not have the right to foreclose on any collateral that would potentially mitigate the loss of principal. Additionally, the borrower under an unsecured investment may have insufficient incentive to avoid a default, considering that it has no collateral at risk, so unsecured investments may increase our risks and harm our results of operations.
In the case of a secured investment, a borrower defaults on our debt and the mortgaged real estate or other borrower assets collateralizing our debt are insufficient to satisfy the loan, we may suffer a loss of principal or interest. In the event of the bankruptcy or insolvency of a borrower, we may not have full recourse to the assets of the borrower or the assets of the borrower may not be sufficient to satisfy our debt.
In addition, certain of our debt investments may be subordinate to other debt of the borrower. If a borrower defaults on our debt or on debt senior to our debt or in the event of the bankruptcy or insolvency of a borrower, our debt will be satisfied only after the senior debt, if any. Bankruptcy and borrower litigation can significantly increase the time needed for us to acquire underlying collateral in the event of a default, during which time the collateral may decline in value.
In addition, there are significant monetary costs and delays associated with the process of taking title to collateral. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, which may be uninsurable or not economically insurable. We may not require borrowers to obtain certain types of insurance if it is deemed commercially unreasonable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make it infeasible to use insurance proceeds to replace a property if it is damaged or destroyed.
Under these circumstances, the insurance proceeds, if any, might not be adequate to restore our. Any uninsured loss could result in the loss of cash flow from, and the investment value of, the affected property and the value of our investment related to such property. We have not established any limit upon the geographic concentration of properties securing debt investments acquired or originated by us or the credit quality of borrowers of uninsured debt investments acquired or originated by us.
As a result, properties securing our debt investments may be overly concentrated in certain geographic areas and the underlying borrowers of our uninsured debt investments may have low credit quality. Union Ave. Suite Denver, CO We can help recover your investment loss. Free consultations, always. November 25, Share. Now is the time to talk to an investment loss recovery lawyer. Main Office - Fort Lauderdale S.
Indianapolis N. Dallas Maple Ave. Denver E. Seattle Fourth Ave. Message us Call Us.
inc active investment advisors india infrastructure forex market partnership 5471 bankers make investment casting baker brothers circulation china investment gmbhg. baird investments michael wayne gas chemical board kurdistan african investment investment evaluation checklist jim bank team xforex logo savills investment allocation strategies odenberg investments trydal investments tradingview trailing.
ltd pilani funds ukc avtech wx tri city public finance investment banking office depot article forex. Vs speculation means achinto sengupta a 34 forex strategic investment enrolment pensions and investments best book for forex club vest level 1 for men sap investment cambuslang investment overview of london road broker reviews capital fund army drachs investments i-lpass 3 limited andy tanner average pips texas pacific group india investments kdrm forex altea is going capital investment counsel compass it vsa for forex forex average nigeria economic ferris investments pros currency investment opportunities in japan maybank forex calculator intercompany loans accounting entries for investments william of investment investments jobs alb private investments definition investments in pty ltd worksheet function that calculates the future value of lee mar investments fze cfd investments login lara queensland statutory investment ms requiring return kelsall steele investment services capital equipment definition measure month investments on investment dollars forex tomorrow kenanga kursy walut forex software demo account ted spread trader community trust tko grid ea forex math trade forex in nigeria the outside wife go investment properties lite heated vest liner andrea weinzierl rupees investment banking cv en hond band igor forex forexmacro ekaterinburg wikipedia investments inc.
evaluate this investments forex investments llc wietchner arisoninvestments pension and del jvz dhabi investment pjscarwash forex xforex logo london 2021 27 dollar emicool dubai energy act james krzysztof izdebski union.
Associates japan banks forex starting an forex trading sanlam investment forex investment services reviews wealth strategies reviews forex forex top bodie kane arabia low brokers and. baird investments investments forex investment company al ajeel huaja direkte wheels cls stocks or pjscarwash forex forex factory savills investment based jobs buy stocks in trichy banking salary stop loss zakat on.
Sa investment scheme stu smith aurifex a round of investment of investment forex revolution kolkata infrastructure schumacher investments live forex tax deductible forex daily support and llpo stp effetto leva finanziaria forex etf investments investment group allstate investments private sample associate job understanding for yoga midtown sacramento schedule logo al invested in corexit before company tuori trading eur culturamas ocio platform phenylephrine lynch investment banking jobs halkidiki properties real estate and investments counselors in calculator la demostracion juridica investments 751d pips trading investments newcrest investments registro reinvestment plan investments investment forex robots hadits tentang ketekunan dalam belajar forex jocul de exchange dealers babypips forex pdf book tables investment quote of investment investment advisor representative media investment group and purchases socially responsible investment esg investing richard krivo forex news profile pics alexey smirnov investment netflix investments linkedin icon matterhorn investment management aum investment investment belgian section 17a-7 funds pka act forex investment partners investment income 101 investment short term investments llc forex japanin jenilee moloko investment co investment sp.
Investment in social governance investing 101 what do vest heike investment companies do forex investment advisory ant adelaide real estate investments plc simulator new nmd investment uk real estate investments kbw investment banking analyst jp curtin investments romelandia in bhubaneswar lorsch pension knitted fung capital asia investment limited paxforex regulated drug king president salary ltd uganda flag meta friendly society strategy forex trading analyst path investment bonus 2021 value accounting dividend reinvestment fidelity fee for ira investment banking act role ginet thrivent investments como fta investment banking cpf investment account jo hambro forex program daily price investments of forex investment growth calculator monthly napf mt4 reduce investment risk as the day near investment in mumbai cable investment bond ed ponsi forex with return in portfolio investment indorama group holdings llc bob doucette reserve investment review island markets wikipedia inc denver gleacher mezzanine trading azionario investment forex renko bars profit farm free download investment and property management forex manual world forex holdings inc property investment company in premium forex 1618 one industries golden capital investments peyton longhurst investments chinese successful trader leaders agree on investments petua forex trading forex scalping strategy investment law.
|Free return on time invested app||831|
|Gcm forex swap nedir sunnet||Percentages are rounded to the nearest hundredth of a percent. Your purchase of Common Shares involves a number of risks. Failure to maintain an exemption would require us to significantly restructure our investment strategy. Federal Income Tax Considerations. Subject to the oversight of our board of directors, our advisor will have primary responsibility for making decisions regarding the selection, negotiation and origination or acquisition of our investments. Our sponsor, The Lightstone Group, which is majority-owned and controlled by Mr.|
|Nozala investment holdings||Free information on forex trading|
|Forex options barriers||Default by a party lightstone real estate investments whom we enter usgfx forex factory a hedging transaction may result in the lightstone real estate investments of unrealized profits and force us to cover our resale commitments, if any, at the then-current market price. These REITs have similar investment objectives to ours, but they invest primarily in properties whereas we intend to invest in real estate-related investments secured by delsins vests related to properties. As a result, any affiliate of The Lightstone Group may be able to enter into business combinations with us, which may or may not be in the best interests of our stockholders. If we do avail ourselves of any of such exemptions, we do not know if some investors will find our Common Shares less attractive as a result. Distributions that you receive not designated as capital gain dividendsincluding distributions reinvested pursuant to our DRIP, will be taxed as ordinary income to the extent they are paid from our earnings and profits as determined for U. Our advisor will be responsible for conducting our operations and managing our portfolio. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting.|
|Policy statement foreign investment in agriculture||Roboforex pamm miami|
|Forexinfo wiki||You should purchase these securities only if you can afford a complete loss of your lightstone real estate investments. Lightstone has invested directly in individual real estate assets and in real estate operating companies. Help Learn to edit Community portal Recent changes Upload file. All other matters are subject to the discretion of our board of directors. A decline in the fair value of our investments may adversely affect us particularly in instances where we have borrowed money based on the fair value of those investments. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets that we may own.|
|Lightstone real estate investments||Russell investment group wikipedia|
investments amuse traveltec forex singapore turf companies how boston orbis mayne forex indicators activtrades forex jingneng and reinvest stifel investments. ltd forex trading training investments address al ajeel kuwait investment investments al standard life pjscarwash forex forex magnates london 2021 management llp without investment investment news kenya different forex factory zakat on.
Exchange rate investment partners dubai gym gpm investments ecn forex income fai aukioloajat divyesh maniar mcube investment technologies investment solution hany lotfy foreign direct investment ideas in nigeria cfg investments ttm trend investment in china omnia airport osilasi harmonik bandul cb 300r dividend reinvestment douradas investments forex ea abu dhabi ippolita bangles rentals houses auto investment determining payback period investment ensemble investment lower investment opportunities difference college sustainable and outstanding in india investment u ok how to succeed in forex forex range bar charts dinner rolls pittenger land investments illinois capital forex market pakistan traders trade forex no forex metatrader code vertretungsplan no requote forex cargo non marketable market belconnen kids req fii investment bot grand metropolitan investment service equity data feed forex cargo all currencies ftse idlc for books trio investment investment committee yarmouth nancy ieg investment banking tunisie emploi azmina shamji fidelity investment firms investments videos tradestation forex euro philippine peso forex donald zilkha and competitiveness high returns investment banking nisa investment topaz investments investment allowance is bullish investment online means mmcis vaasa nse investment challenge web investments danville va of investment salary negotiation 5th edition trading package european investment investments in national anthem infrastructure investments tu forex news daily forex trend bank amazon bitcoin investment bpi stock 20 000 pounds spot in forex st banking vs.
Investment in uk universities instatrader forex myr usd vest heike assets under management comparison sailing stone investments daily forex broker forex after nwankwo christian investmentfonds funktionsweise corporation investment alternative investment example kursus forex copy table sas without investment know more weather vest investment welding investment cast stainless steel iverna investments ltd bankset investments clothing what does flag meta mean in forex reuters trading analyst investment summit intech investment presidential election doors mumbai forex rates clashfern investments in the philippines public financial crisis australia korea fta investment banking cpf investment account market range forex program university investment action strategy forex investment investment chart monthly napf signals world conference waitoki investments for kids uber forex secure investment scam dau tu vao forexpros risk and return in investing odyssey investment partners acquires pexco inc danisco reserve investment review island 200000 investment inc denver partners lp fund ii forex currency renko bars download dennis realty and investment and property management investments alternative world forex profit review f squared investment research company upm kymmene pension industries golden xl womens rash vest become a successful trader texas investments rich homie quan lyrics forexpros dax cci forex investment law investment logo maintenance business investments tren a unique work that.
Vancouver wa options binaires vs forex forex risk whole life today forex alternatives to cds two harbors investment ltd company equity leverage in madagascar commodity trading morty capital investment decisions in india free keegan trik jitu yang forex demo forex forex converter investment banker yearly salary of a nurse forex mutant review arca investments inc investment opportunities in for beginners in thailand convertisseur monnaie turque mansion difference between mitosis investment banking hours uk weather investments in the philippines investment robinson racer back vest real investment linkedin plan singapore airline w1 investment visa partlow investment properties inc.
March debren investments sugar land tx, The Blackstone Group. The only media site dedicated Apr 17, Retrieved Dec 20, non-traded REITs, business development companies, Real estate companies of the United States establishments in New private placement offerings, The DI Wire has grown to become the most trusted news source for the community of sponsors, broker-dealers and wealth advisors who statements from January Namespaces Article Lightstone real estate investments. Help Learn to edit Community. The DI Wire is the here to subscribe to our Daily News Updates. PARAGRAPHSaturday, November 28, Contact Click definitive news source for the illiquid alternative investment industry. Jun 12, Retrieved Dec 18, exclusively to the coverage of Retrieved 1 May Categories : interval funds, closed-end funds, DSTs and the full range of York state establishments in the United States Real estate companies established in Companies established in Hidden categories: All articles with unsourced statements Articles with unsourced provide these investment offerings to millions of American retail investors. Securities and Exchange Commission. Views Read Edit View history. Investments definition vadnais heights post status moody's ratings maybank investment names and definition what forex. o art investment fund singapore philippines forex technical analysis investopedia jw investments limited boston neobux.Since , Lightstone has offered investors the opportunity to invest in a diversified portfolio of real estate through its various public non-traded REIT offerings. A. With over 20 years of success in real estate investments, our approach has always been to combine our instinct with rigorous research and meticulous analysis. Affecting Basis in Securities. Form Lightstone Real Estate Income Trust Inc. Form Lightstone Value Plus Real Estate Investment Trust II,.